ZDP Placing

RNS Number : 5472V

Conygar Investment Company PLC(The)

16 December 2013

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR TO US PERSONS.

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by ZDPCo and the Company in due course in connection with the proposed admission of the ZDP Shares to the Official List (by way of a standard listing under Chapter 14 of the Listing Rules of the UK Listing Authority); and to the London Stock Exchange's main market for listed securities.

For immediate release

16 December 2013

THE CONYGAR INVESTMENT COMPANY PLC

PROPOSED ISSUE OF UP TO £30 MILLION ZERO DIVIDEND PREFERENCE SHARES AT A PRICE OF 100 PENCE PER SHARE

The Board of The Conygar Investment Company PLC ("Conygar" or "Company" or "Group") is pleased to announce that, based on considerable interest from investors, it proposes to issue up to 30 million zero dividend preference shares ("ZDP Shares") at 100 pence per share ("Placing Price") to raise gross proceeds of up to £30 million ("Placing").

Commitments for participation in the Placing have been received from Placees for £24.5 million at the Placing Price.

Liberum Capital Limited ("Liberum") is acting as financial adviser and sole bookrunner in relation to the Placing.

Key highlights:

·    A new wholly owned subsidiary of the Company, Conygar ZDP PLC ("ZDPCo"), has been formed to issue the ZDP Shares at the Placing Price

·    Holders of the ZDP Shares will be entitled to receive a capital entitlement of 130.7 pence ("ZDP Capital Entitlement") per ZDP Share, payable on the fifth anniversary of the admission of the ZDP Shares to trading on the London Stock Exchange's main market for listed securities ("ZDP Repayment Date")

·    The ZDP Shares will have a gross redemption yield at the Placing Price of 5.5 per cent.

·    The net proceeds of the Placing will be applied towards further acquisitions of investment properties and realising value from the Company's development projects in line with the Company's stated strategy of investing in property assets and companies where the Directors believe the Group can add significant value using its property management, development and transaction structuring skills

·    The ZDP Share is not an equity share and does not entitle the holder to any dividends or to participate in the revenue of the Group, but rather entitles the holder to a capital payment on the ZDP Repayment Date. The accrued amount due to the holders of the ZDP Shares is accounted for as a liability rather than as share capital for which the return is accounted within finance costs.

The appendix to this announcement contains further details of the Placing. The Company will update the market in due course as to the final size and timetable for the issue of the ZDP Shares.

Robert Ware, Chief Executive of Conygar, commented:

"We are very pleased with the interest received from investors for the proposed Placing. The net proceeds of the Placing, when combined with our existing cash, will allow the Company to take advantage of a number of exciting opportunities within our existing portfolio and becoming available across the wider marketplace."

For further information:

The Conygar Investment Company PLC Robert Ware, Chief Executive Peter Batchelor, Finance Director	Tel: [phone]
Liberum Capital Limited Richard Bootle Tim Graham Chris Bowman	Tel: [phone]
Temple Bar Advisory (Public Relations)   Alex Child-Villiers	Tel: [phone]

IMPORTANT NOTICE

Liberum, which is authorised and regulated by the FCA, is acting for ZDPCo and the Company and for no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than ZDPCo and the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.

The distribution of this announcement and/or the transfer of the ZDP Shares in certain jurisdictions may be restricted by law. No action has been or will be taken to permit a public offering of the ZDP Shares or to permit the possession or distribution of this announcement (or any offering or publicity materials related to the ZDP Shares) in any jurisdiction where action for that purpose may be required. Accordingly, neither this announcement nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, ZDP Shares in any jurisdiction. The offer and sale of ZDP Shares have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, South Africa or Japan. Subject to certain exceptions, the ZDP Shares may not be offered or sold within the United States, Australia, Canada, South Africa or Japan or to any national, resident or citizen of the United States, Australia, Canada, South Africa or Japan.

Application will be made for the ZDP Shares to be admitted to the Official List of the UK Listing Authority by way of a standard listing under Chapter 14 of the Listing Rules.  A standard listing will afford investors in ZDPCo a lower level of regulatory protection than that afforded to investors in companies with premium listings on the Official List, which are subject to addition obligations under the Listing Rules.

The illustrative financial statistics relating to the ZDP Shares contained in the 'Key Highlights' above and the Appendix below are based on certain principal bases and assumptions which will be set out in the Prospectus (the "Assumptions"). There can be no guarantee that the Assumptions will be realised and, accordingly, no reliance should be placed on the illustrative financial statistics derived from the Assumptions.

APPENDIX

Key information about the ZDP Shares

The ZDP Shares are expected to be issued on the following terms:

ZDP Repayment Date	5th anniversary of Admission
Placing price per ZDP Share	100 pence
ZDP Capital Entitlement per ZDP Share	130.7 pence
Gross Redemption Yield at the Placing Price	5.5 per cent.
ISIN	GB00BH4TCL65
SEDOL Code	BH4TCL6
Ticker	CICZ

Prospectus and Application for Admission

The Group is currently preparing a prospectus in connection with the issue of the ZDP Shares which will be published in due course following approval by the UK Listing Authority ("Prospectus").

Applications will be made to the UKLA and the London Stock Exchange for the ZDP Shares to be admitted to a standard listing of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities ("Admission").  Admission is expected to take place shortly after publication of the Prospectus, which is currently expected to take place in mid-January 2014. 

Details of the Placing

Liberum will today commence a wider bookbuild to determine further demand for participation in the Placing. No commissions will be paid to Placees or by Placees in respect of any ZDP Shares. The Placing is not being underwritten.

The directors of the Company, in consultation with Liberum, reserve the right to change the final size of the Placing in their absolute discretion. Investors participating in the Placing will be notified of their final allocations of ZDP Shares on or around the publication of the Prospectus.

 

END

 

 

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