Proposed Secondary Placing of Ordinary Shares

RNS Number : 6520Q

Card Factory PLC

19 June 2015

 

19 June 2015

Card Factory plc

("Card Factory" or the "Group")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN CARD FACTORY PLC

Card Factory announces that it has been advised by certain Directors and members of its senior management team ("Management Employees") that they (and, in some cases, their connected persons) (together referred to as the "Selling Shareholders") intend to sell approximately 7.4 million ordinary shares in the Company in aggregate via an accelerated bookbuild placing (the "Placing"). This represents in aggregate approximately 2.2 per cent of the issued share capital of Card Factory.

Assuming that the above number of shares were sold, the Selling Shareholders would continue to have an interest in 56.4 million shares in the Company, representing 16.6 per cent of the issued share capital. This includes Richard Hayes, Chief Executive Officer, who would retain an interest in 13.1 million shares in the Company, representing 3.8 per cent of the issued share capital and Darren Bryant, Chief Financial Officer, who, with his connected persons, would retain an interest in 6.4 million shares in the Company, representing 1.9 per cent of the issued share capital.

The Placing will be managed by UBS Limited, acting as sole bookrunner. The amount of the Placing proceeds and the Placing price will be decided at the close of the accelerated bookbuilding period.  

Under the terms of the placing agreement, the Selling Shareholders have agreed that, following completion of the Placing, they will not dispose of further shares in the Company for a period of at least three months.   

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of UBS Limited. 

Enquiries:  

UBS Limited                                       [phone]  

Craig Calvert

Christopher Smith

MHP Communications                       [phone]

John Olsen

Simon Hockridge

Jennifer Iveson

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The shares being sold in the Placing (the "Placing Shares") have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, South Africa or Japan. The Placing Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholders or UBS Limited or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders or UBS Limited or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholders and UBS Limited to inform themselves about and to observe any applicable restrictions.

UBS Limited, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority, is acting on behalf of  UBS AG, London branch (acting via its Wealth Management Business Banking Division) and no one else in connection with any offering of the Placing Shares and will not be responsible to anyone other than UBS AG, London branch (acting via its Wealth Management Business Banking Division) for providing the protections offered to the clients of UBS Limited, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

UBS AG, London branch (acting via its Wealth Management Business Banking Division), which is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority, is acting on behalf of the Selling Shareholders and no one else in connection with any offering of the Placing Shares and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of UBS AG, London branch, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

 

END

 

 

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