Secondary Placing of Ordinary Shares

RNS Number : 6711Q

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

SECONDARY PLACING OF ORDINARY SHARES IN CARD FACTORY PLC

Further to the earlier announcement, Card Factory announces it has been advised that certain Directors and members of its senior management team ("Management Employees") (and their connected persons) (together referred to as the "Selling Shareholders") have sold an aggregate of 14,775,547 shares in the Company, representing in aggregate approximately 4.3 per cent of the issued share capital of Card Factory. The shares were placed at a price of 330 pence per share.

The shares were sold to institutional investors in a placing managed by UBS Limited, acting as sole bookrunner.

Following these disposals, the Selling Shareholders continue to have an interest in 49.1 million shares in the Company, representing 14.4 per cent of the issued share capital.

Richard Hayes sold 2,911,195 ordinary shares at 330p.  Following this sale, representing 20% of his holding, Richard Hayes retains an interest in 11,644,781 shares, representing 3.4 per cent of the issued share capital.

Darren Bryant, together with his connected persons, sold 1,419,020 ordinary shares at 330p.  Following this sale, representing 20% of his holding, Darren Bryant, together with his connected persons, retains an interest in 5,676,087 shares, representing 1.7 per cent of the issued share capital.

Under the terms of the placing agreement, the Selling Shareholders have agreed not to dispose of further shares in the Company for a period of at least three months. 

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 (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 (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

 

 

MSCPKCDQFBKKQAD