Proposed Placing to sell up to 4,000,000 shares

RNS Number : 8973Q

Gateley (Holdings) PLC

22 February 2019

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF GATELEY (HOLDINGS) PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN 

Gateley (Holdings) Plc

('Gateley', the "Company" or the 'Group')

Proposed Placing to sell up to 4,000,000 shares

Gateley (AIM: GTLY), the law led professional services group, today announces that it has been notified by certain Directors and employees (together the "Selling Shareholders") of their intention to sell up to approximately 4,000,000 existing ordinary shares of 10 pence each in the capital of the Company (the "Placing", "Ordinary Shares" and the "Placing Shares") at a price of not less than 150 pence per Placing Share. The Placing Shares represent approximately 3.6 per cent. of the issued share capital of the Company. The Placing is being undertaken in order to satisfy market demand and broaden the institutional investor base of the Company.

finnCap Ltd ("finnCap") and Nplus1 Singer Capital Markets Limited ("N+1 Singer") (together the "Bookrunners") are acting as joint bookrunners in relation to the Placing.

The Placing will be effected by way of an accelerated bookbuild to institutional investors which will be launched immediately following this announcement ("Bookbuild"). The final number of Placing Shares to be placed and the price at which the Placing Shares are to be placed will be agreed by finnCap, N+1 Singer and the Selling Shareholders at the close of the bookbuild process.  The timing of the closing of the Bookbuild and the distribution of allocations are at the discretion of the Bookrunners and a further announcement confirming these details is expected to be made in due course. The Bookrunners reserve the right to close the Bookbuild without further notice. There can be no certainty that the Placing will complete.

The Selling Shareholders have entered into a block trade agreement with finnCap and N+1 Singer to act as Bookrunners.

Details of the Sale

On the Company's admission to AIM in 2015 ("Admission"), the former partners of Gateley LLP held 70.0 per cent. of the share capital at that time.  These former partners voluntarily entered into five-year lock-in agreements with the Company which permitted them to dispose of up to 10 per cent. of their interest in Ordinary Shares in any 12-month period after the first anniversary of Admission. As a result of recent investor interest the partner group has agreed to sell some shares to partially meet such investor demand.

Concert Party

The Directors, Existing Shareholders and the Company's Employee Benefit Trust (the "Concert Party", as defined in the Company's admission document dated 1 June 2015) are considered to be acting in concert and are regarded by the Takeover Panel to be members of the Concert Party, as detailed in the Company's admission document.

Immediately following completion of the Placing, members of the Concert Party are expected to hold, in aggregate, 59,216,061 Ordinary Shares, representing approximately 53.4 per cent. of the existing Ordinary Shares.

Gateley (Holdings) Plc
Neil Smith, Finance Director	[phone]
Nick Smith, Acquisitions Director and Head of Investor Relations	[phone]
Cara Zachariou, Head of Corporate Communications	[phone] or [phone]
finnCap - Nominated adviser and Joint broker	[phone]
Matt Goode, James Thompson (Corporate Finance)
Andrew Burdis (Corporate Broking)
N+1 Singer - Joint broker
Richard Lindley, Peter Steel (Corporate Finance)	[phone]
Rachel Hayes (Corporate Broking)
Belvedere Communications Limited - Financial PR adviser	[phone]
Cat Valentine, Keeley Clarke, Llew Angus

Market Abuse Regulation

Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Important Notice:

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 IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF GATELEY (HOLDINGS) PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

The Placing Shares have not been, and will not be, registered under the US 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, absent registration, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

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 the Selling Shareholders, finnCap, N+1 Singer 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), Australia, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, 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, finnCap, N+1 Singer 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, finnCap and N+1 Singer to inform themselves about and to observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Selling Shareholders, finnCap, N+1 Singer or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, finnCap, N+1 Singer or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of finnCap, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on finnCap by Financial Services and Markets Act 2000 ("FSMA"), any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

N+1 Singer, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of N+1 Singer, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on N+1 Singer by FSMA, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

In connection with the Placing, N+1 Singer and any of its affiliates, acting as investors for their own accounts, may take up a portion of the Placing Shares in the Placing as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in the Placing Shares and other securities of the Company or related investments and may offer or sell such Placing Shares or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to the Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer, acquisition, placing or dealing in the Placing Shares by, N+1 Singer and any of its affiliates acting as an investor for their own accounts. In addition, N+1 Singer or its affiliates may enter into financing arrangements (including swaps) with investors in connection with which N+1 Singer (or its affiliates) may from time to time acquire, hold or dispose of ordinary shares in the Company. Neither N+1 Singer nor any of its 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.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

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