Result of Secondary Placing

RNS Number : 0268R

Gateley (Holdings) PLC

25 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' or the 'Group')

Result of secondary Placing

Gateley (AIM: GTLY), the law led professional services group, announces that further to the announcement on 22 February 2019, the Bookrunners have successfully sold, on behalf of the Selling Shareholders, a total of 4,000,000 Ordinary Shares at a price of 150 pence per Ordinary Share for which there was significantly more demand. The Placing Shares represent, in aggregate, 3.6 per cent. of the total issued share capital of the Company.  For the avoidance of doubt, the Company will not receive any proceeds from the Placing.

Director and PDMR Dealings

The below listed PDMRs, together with their connected persons sold, in aggregate, 1,287,179 Ordinary Shares.  Their resultant interests in the Company are:

Name	Number of Ordinary Shares sold	Resultant shareholding	% of total issued share capital
Michael Ward	164,450	2,466,754	2.23%
Peter Davies	178,900	2,481,204	2.24%
Neil Smith	93,854	480,846	0.43%
Paul Hayward	164,900	2,467,204	2.23%
Callum Nuttall	144,954	2,174,303	1.96%
Rod Waldie	98,670	1,480,052	1.34%
Victoria Walker	63,294	577,483	0.52%
Nick Smith	167,031	1,274,667	1.15%
Katie Chester	12,900	207,445	0.19%
Christopher Thompson	8,343	144,000	0.13%
Thomas Durrant	31,648	504,896	0.46%
Rebecca Grisewood	94,941	1,424,104	1.28%
Mark Halliwell	63,294	949,403	0.86%

Michael Ward, CEO of Gateley said:

"As a result of strong institutional investor demand following our recent results, our employees have today placed 4,000,000 shares with both existing shareholders and a significant number of new shareholders. Our newly broadened share register provides a strong and supportive base from which we can continue to grow our business and we welcome new holders onto our register and thank our existing investors for their continued support.

"In order to satisfy this strong demand, certain of the Directors and employees have, through the Placing, reduced their shareholdings, thereby increasing the Company's free float and spread of institutional investors.

"The Placing is consistent with our orderly approach to broadening of the share register since IPO and we fully intend to maintain the same level of discipline and control going forward..

"The Board is also reviewing the Company's existing employee share incentivisation arrangements with a view to simplifying the current schemes, and will update the market in due course.

The Group is on track to deliver full year earnings in line with market forecasts, which were raised following the positive Trading Update announced on 23 November 2018, with revenues of not less than £102m and EBITDA margins in H2 19 not less than those achieved previously."

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's announcement made at 12.44 p.m. on 22 February 2019.

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

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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