Results of Fundraise and Total Voting Rights

RNS Number : 3731Z

Essentra plc

18 September 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014

Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Placing Announcement, unless the context provides otherwise.

18 September 2020

Essentra PLC

Results of Fundraise and Total Voting Rights

Essentra PLC ("Essentra" or the "Company"), announces the successful completion of the Placing and Subscription announced yesterday (the "Placing Announcement") as well as the concurrent Retail Offer (together the "Fundraise").

A total of 37,223,079 Placing Shares have been conditionally placed by Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt") with certain existing and new institutional investors at an issue price of 260 pence per share (the "Placing Price").

In conjunction with the Placing, each of the directors of the Company will subscribe (the "Subscription") for an aggregate of 88,459 new Ordinary Shares (the "Subscription Shares"), at the Placing Price, pursuant to the subscription letters entered into with the Company.

In addition, retail investors have subscribed via the PrimaryBid platform (the "Retail Offer") for a total of 1,150,000 new Ordinary Shares (the "Retail Shares") at the Placing Price.

In aggregate, the Fundraise comprises 38,461,538 new Ordinary Shares, representing approximately 14.6% of the existing Ordinary Shares (prior to the Fundraise), and will raise gross proceeds of approximately £100 million.

The Placing Price of 260 pence represents a discount of approximately 8.8% to the closing price on 17 September 2020, the last practicable day prior to the completion of the Placing.

The Placing Shares, Subscription Shares and Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Essentra consulted with a number of its major shareholders prior to the Fundraise and has respected the principles of pre-emption through the allocation process¹. The Company is pleased by the support it has received from both existing and new shareholders.

Directors' participation in the Fundraise

The Directors subscribed for the following number of Ordinary Shares in the Fundraise:

Name	Existing shareholding	Number of new Ordinary Shares acquired	Resultant shareholding	Resultant shareholding on Admission (%)
Paul Lester	7,500	3,846	11,346	0.004%
Paul Forman	260,000	38,461	298,461	0.099%
Lily Liu	-	19,230	19,230	0.006%
Thomas Breen	10,000	3,846	13,846	0.005%
Nicola Demby	750	1,923	2,673	0.001%
Mary Reilly	7,500	1,923	9,423	0.003%
Ralf Wunderlich	136,000	19,230	155,230	0.051%

Total Voting Rights

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares, Subscription Shares and Retail Shares to the premium listing segment of the Official List maintained by the FCA and to the London Stock Exchange plc (the "LSE") for admission to trading of the Placing Shares, Subscription Shares and Retail Shares on the LSE's main market for listed securities (together, "Admission"). Admission and settlement of the Placing Shares, Subscription Shares and Retail Shares is expected to take place on or before 8.00 a.m. on 22 September 2020.

The Placing, the Subscription and the Retail Offer are conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms prior to Admission.

Following Admission, the Company will have a total of 302,590,708 Ordinary Shares in issue. There are 908,650 shares held in treasury. The total number of voting rights in Essentra is therefore 301,682,058. With effect from Admission, this 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 Guidance and Transparency Rules of the Financial Conduct Authority.

The person responsible for releasing this Announcement is Jon Green (General Counsel & Company Secretary).

¹ In line with the Company's share register as at 3 September 2020

Essentra PLC Paul Forman, Chief Executive Lily Liu, Chief Financial Officer Aamir Mohiuddin, Investor Relations Director Lucy Yank, Group Communications Director	via Tulchan
Jefferies (Joint Global Co-Ordinator, Bookrunner and Corporate Broker) Philip Noblet / Max Jones (Investment Banking) Luca Erpici / Lee Morton (ECM)	[phone]
Peel Hunt (Joint Global Co-Ordinator, Bookrunner and Corporate Broker) Dan Webster / George Sellar / Andrew Clark (Investment Banking) Jock Maxwell-Macdonald / Sohail Akbar (ECM)	[phone]
Lazard (Financial Adviser to the Company) Nicholas Shott / Vasco Litchfield / Edward Earlam (Investment Banking) Nick Fowler / Simon Chambers (ECM)	[phone]
Tulchan Communications LLP (Financial PR) Martin Robinson / Sophia Martin-Pavlou / Olivia Peters	[phone]

Important Notices

No action has been taken by the Company, Jefferies, Peel Hunt or any of its or their respective Affiliates (as defined in announcement regarding the proposed placing released by the Company yesterday (the "Placing Announcement")  that would permit an offer of the Placing Shares, Subscription Shares or Retail Offer Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares, Subscription Shares or Retail Offer Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

This Announcement has been issued by and is the sole responsibility of the Company. 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 Banks or by any of their respective Affiliates , as to, or in relation to, the accuracy or completeness of this Announcement (or whether any information has been omitted from the Announcement). Each of the Banks and their respective Affiliates, accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of the use of this Announcement, or any statements or other information contained (or omitted) in this Announcement or otherwise arising in connection therewith and no representation or warranty, express or implied, is made by the Banks or any of their respective Affiliates, as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

No prospectus has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation")) to be published.  Persons needing advice should consult an independent financial adviser or other appropriately qualified adviser.

This Announcement and the information contained in it, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any State of the United States or the District of Columbia (collectively, the "United States"), Australia, Canada, the Republic of South Africa, Japan or Jersey or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction. This announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or Jersey or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares, Subscription Shares or Retail Offer Shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and may not be offered, sold, resold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States.  The Placing Shares are being offered and sold by the Company only (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S"), and (b) in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") in transactions exempt from, or not subject to, the registration requirements of the Securities Act. All potential Placees and all prospective beneficial owners of the Placing Shares must, now and at the time the Placing Shares are subscribed for, be (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act.  There is no public offering of the Placing Shares in the United States. The Subscription Shares and the Retail Shares are being offered and sold by the Company only outside the United States in offshore transactions as defined in, and pursuant to, Regulation S.

Members of the public are not eligible to take part in the Placing. In the European Economic Area ("EEA"), this Announcement is directed only at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed only at Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (together, "Relevant Persons"). Any investment or investment activity to which the Announcement relates is only available to and will only be engaged with Relevant Persons. This announcement must not be acted on or relied on by persons who are not Relevant Persons.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of COVID-19, economic and business cycles, geopolitical developments, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries.  Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement.  The Company, its directors and the Banks each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the listing rules made by the FCA under the Financial Services and Markets Act 2000 (as amended) ("FSMA")  the Market Abuse Regulation (EU) No.596/2014, the Disclosure Guidance and Transparency Rules made by the FCA under FSMA, the rules of the London Stock Exchange or the FCA.

Each Bank is authorised and regulated by the Financial Conduct Authority (the "FCA").  Each Bank is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement.  The Banks will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.  None of the Banks, nor any of their respective Affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not their  client, in connection with the Placing, this Announcement, any statement contained herein, or otherwise.

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Transaction.  Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Placing or otherwise.

None of the Banks nor their Affiliates are acting for the Company with respect to the Retail Offer or the Subscription and will have no responsibilities, duties or liabilities, whether direct or indirect, whether arising in tort, contract or otherwise in connection with the Retail Offer or the Subscription or to any person in connection with the Retail Offer or the Subscription.

Any indication in this Announcement of the price at which ordinary 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 as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Banks, and any of their respective Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal positon and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their respective Affiliates, as the case may be, acting in such capacity. In addition, each the Banks, and any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which each of the Banks, and any of their respective Affiliates, as the case may be, may from time to time acquire, hold or dispose of shares. None of the Banks nor any of their respective Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Each of the Banks and their respective Affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its Affiliates for which they would have received customary fees and commissions. Each of the Banks and their respective Affiliates may provide such services to the Company and/or its Affiliates in the future.

This announcement does not constitute a recommendation concerning the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Notes to Editors

About Essentra plc

Essentra plc is a FTSE 250 company and a leading global provider of essential components and solutions.  Organised into three global divisions, Essentra focuses on the light manufacture and distribution of high volume, enabling components which serve customers in a wide variety of end-markets and geographies.

Headquartered in the United Kingdom, Essentra's global network extends to 34 countries and includes 7,552 employees, 50 principal manufacturing facilities, 34 sales & distribution operations and 4 research & development centres. For further information, please visit www.essentraplc.com.

Essentra Components

Essentra Components is a global market leading manufacturer and distributor of plastic injection moulded, vinyl dip moulded and metal items.  Operating in 29 countries worldwide, 14 manufacturing facilities and 29 logistics centres serve more than 84,000 customers with a rapid supply of low cost but essential products for a variety of applications in industries such as equipment manufacturing, automotive, fabrication, electronics and construction. The division also includes the Reid Supply business, which provides a wide range of branded hardware supplies to a broad base of industrial customers, largely located in the US Mid-West.

Essentra Packaging

Essentra Packaging is one of only two multicontinental suppliers of a full secondary packaging range to the health and personal care sectors, with 24 facilities across four geographic regions.  The division's innovative products include cartons, leaflets, self-adhesive labels and printed foils used in blister packs, which help customers to meet the rapidly-changing requirements of these end-markets and can also be combined with Essentra's authentication solutions to help the fight against counterfeiting.

Essentra Filters

Essentra Filters is the only global independent cigarette filter supplier.  The seven worldwide locations, plus a dedicated Technology Centre supported by three regional development facilities, provide a flexible infrastructure strategically positioned to serve the tobacco sector.  The business supplies a wide range of value-adding high quality innovative filters, packaging solutions to the roll your own segment and analytical laboratory services for ingredient measurement to the industry: Essentra's offering also includes Heat Not Burn and e-cigarette solutions to the rapidly evolving market for Next Generation Products. The division now also includes the Tear Tapes business, which is globally recognised as the leading manufacturer and supplier of pressure-sensitive tear tapes, that are largely used in the tobacco, food and drink and specialist packaging sectors.

 

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