Results of Placing

RNS Number : 4597X

Big Yellow Group PLC

19 November 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

19 November 2014

RESULTS OF PLACING

Big Yellow Group PLC ("Big Yellow" or the "Company") is pleased to announce the successful completion of the placing of new ordinary shares of 10 pence each in the capital of the Company announced earlier today (the "Placing").

A total of 14,352,711 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") at yesterday's closing price of 547.50 pence per Placing Share, raising proceeds of approximately £79 million (before expenses).

Application has been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 21 November 2014 and dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated.

For the purposes of the Disclosure and Transparency Rules, the total issued share capital of the Company following Admission will consist of 157,879,837 ordinary shares of 10 pence each with one voting right per share, of which 1,418,750 ordinary shares are held in treasury.

The total number of voting rights in the Company following Admission, excluding treasury shares will therefore be 156,461,087, which figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each of the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Commenting on the Placing, Nicholas Vetch, Big Yellow's Executive Chairman, said:

"The Placing has been successful and we are grateful to our shareholders for their support. These proceeds will be used to take advantage of the opportunity to employ more capital into prime Big Yellow branded assets and consolidate our position as the leading UK self storage brand."

For further information, please contact:

Big Yellow                                                                   01276 477 811

Nicholas Vetch (Executive Chairman)

James Gibson (Chief Executive)

John Trotman (Chief Financial Officer)

Address: 2 The Deans, Bridge Road, Bagshot GU19 5AT

Website:  www.bigyellow.co.uk

J.P. Morgan Cazenove                                     020 7742 4000

Robert Fowlds

Bronson Albery

Barry Meyers

Important Notice

This announcement has been issued by and is the sole responsibility of the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

This announcement, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States.  No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which the same would be unlawful. This announcement is not for distribution directly or indirectly in or into the United States, Australia, Canada, Japan or South Africa. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of Placing Shares in the United States, the United Kingdom or elsewhere.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) who are high net worth entities falling within Article 49 of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (C) persons in Australia, who are "sophisticated investors" or "professional investors" (within the meaning of sections 708(8), and 708(11) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act"), respectively), being persons to whom an offer of securities can be made without a disclosure document under Chapter 6D of the Corporations Act; and (D) other persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as "Relevant Persons").

J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"), is acting for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC nor for providing advice in relation to the Placing. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company or JPMC or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares or the Placing, and any liability therefore is expressly disclaimed.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.  Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.  Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange plc (the "London Stock Exchange") or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance.  No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.  The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

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