Placing
Genus PLC
01 November 2007
For immediate release 1 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THE
REPUBLIC OF IRELAND
Genus plc
('Genus' or 'the Company')
Placing of 2,700,000 Ordinary Shares at 720 pence per share
to raise £19.4 million (the 'Placing')
Genus plc (AIM: GNS), a world leading animal genetics company, is pleased to
announce that it has raised £19.4 million before expenses, through a placing of
2,700,000 new Ordinary Shares at 720 pence each ('Placing Shares'). These shares
have been conditionally placed with institutional investors by the Company's
joint broker, Panmure Gordon. Landsbanki Securities has acted as NOMAD and
financial adviser to Genus on the Placing.
The proceeds of the placing will be used to reduce the Company's net debt and
provide additional financial flexibility for the management team to run the
business. Furthermore, the directors of Genus believe that the Placing will be
earnings enhancing as it will reduce the absolute and percentage rate charged on
the Company's net debt.
Application will be made for admission of the Placing Shares to AIM and dealings
are expected to commence on 6 November 2007. The Placing Shares will, on
Admission, rank pari passu with the existing Ordinary Shares.
As announced on 12 October 2007, the Company is progressing its move to the
Official List, and is expecting cancellation from AIM to take place
simultaneously on 12 November 2007.
Richard Wood, CEO, commented on the Placing and the current trading of the
Company:
'We are very pleased with the successful Placing which has been favourably
received by institutions. These additional funds reduce Genus' net debt to below
£100 million, resulting in reduced interest costs on the remaining debt. We are
now well placed to manage the disposal programme of the non-core assets on a
controlled basis, ensuring best value for Genus and our shareholders. The result
will be a Company operating with improved efficiencies both structurally and
financially.
The new financial year has started well. Genus is in a unique position to
benefit from improving World agricultural markets and to continue to deliver
solid long-term growth. This will arise from organic growth and productivity
improvements from further global expansion.'
Ends
For further information please contact:
Genus plc Tel: 01256 345970
Richard Wood, Chief Executive
Martin Boden, Finance Director
Landsbanki Securities (UK) Limited Tel: 020 7426 9000
Nominated Adviser & Joint Broker
Shaun Dobson
Panmure Gordon (UK) Limited Tel: 020 7459 3600
Joint Broker
Dominic Morley
Mark Lander (Corporate Broking)
Buchanan Communications Tel: 020 7466 5000
Charles Ryland / Suzanne Brocks
About Genus
Genus creates and sells added value products for livestock farming and food
producers by creating advances to animal breeding through biotechnology. Its
non-Genetically Modified Organism (GMO) technology is applicable across all
livestock species but is only commercialised by Genus in the bovine and porcine
farming sectors.
Genus' worldwide sales are made in seventy countries under the trade marks 'ABS'
(dairy and beef cattle) and 'PIC' (pigs) and comprise semen and breeding animals
with superior genetics to those animals currently in production. Customers
produce offspring with greater production efficiency, milk and meat output and
quality and use these to supply the global dairy and meat supply chain.
Genus' competitive edge has been created from the ownership and control of
proprietary lines of breeding animals, the biotechnology used to improve them
and the Group's global production and distribution network.
Headquartered in Basingstoke, England, Genus companies operate in 30 countries
on five continents, with research laboratories located in Madison, USA.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
The Placing and the terms and conditions herein are directed exclusively at
persons selected by Panmure Gordon who are investment professionals (within
Article 19 (5) of the Financial Service and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended)) (such category of investors being referred
to as 'Relevant Persons') and no other person should respond to this
announcement. Accordingly, this announcement is exempt from the general
restriction set out in Section 21 of FSMA on the communication of invitations or
inducements to engage in investment activity and has not been approved by a
person who is authorised under the FSMA.
The issue of the Placing Shares is not conditional upon the approval of the
Company's shareholders. No prospectus has been or will be published in
connection with the Placing.
Members of the public are not entitled to take part in the Placing and this
announcement is communicated to them for the purposes of information only in
accordance with the AIM Rules. This announcement and the terms and conditions
herein must not be relied on, acted on or responded to by persons who are not
Relevant Persons. If you are in any doubt as to whether you are a Relevant
Person you should consult a professional adviser for advice.
This announcement, appendix and the information contained therein are not for
publication or distribution in any jurisdiction in which such publication or
distribution is unlawful and do not constitute an offer to sell or issue or
solicitation of an offer to buy or subscribe for new Ordinary Shares in any
jurisdiction, and any acquisition or application for Ordinary Shares should only
be made on the basis of information contained in this announcement. Relevant
persons to whose attention these terms and conditions have been drawn are
required by Panmure Gordon and the Company to inform themselves about and to
observe any such restrictions.
THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR ANY OTHER
APPLICABLE LAW OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT.
THE ORDINARY SHARES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY ANY
UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OF
DETERMINED THE ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Certain statements in this announcement are forward-looking statements. Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. The information contained
in this announcement is subject to change without notice and neither the Company
nor Panmure Gordon assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein.
The following definitions have been used in this announcement and appendix:
'Admission' Admission of the Placing Shares to trading on AIM
in accordance with the AIM Rules
'AIM' the AIM market of the London Stock Exchange
'AIM Rules' the rules applicable to AIM as published by the
London Stock Exchange from time to time
'Board' or the directors of Genus
'Directors'
'CREST' the relevant system (as defined in the
Uncertificated Securities Regulations 2001) in
respect of which CRESTCo is the operator
'CRESTCo' CRESTCo Limited
'Existing Ordinary the 56,462,301 Ordinary Shares in issue as at the
Shares' date of this announcement
'FSMA' Financial Services and Markets Act 2000 (as
amended)
'Genus' or the Genus plc and its subsidiaries
'Company'
'Investment Company U.S. Investment Company Act of 1940, as amended
Act'
'London Stock London Stock Exchange plc
Exchange'
'Ordinary Shares' ordinary shares of 10p each in the capital of the
Company
'Panmure Gordon ' Panmure Gordon (UK) Limited
'Placee' a person who subscribes for Placing Shares
pursuant to the Placing on the terms and subject
to the conditions contained herein
'Placing' the placing by Panmure Gordon, on behalf of the
Company, of the Placing Shares at the Placing
Price
'Placing Price' 720 pence per Ordinary Share
'Placing Shares' 2,700,000 Ordinary Shares which are the subject
of the Placing
'Prospectus Rules' the Prospectus Rules made by the Financial
Services Authority with effect from 1 July 2005
pursuant to Commission Regulation (EC) No. 809/
2004
'Shareholders' holder(s) of Existing Ordinary Shares
'Securities Act' The U.S. Securities Act of 1933, as amended.
The Placing
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Company and no one
else in connection with the Placing and will not be responsible to anyone other
than the Company for providing the protections offered to clients of Panmure
Gordon or for providing advice in relation to the Placing.
General
These terms and conditions apply to persons making an offer to subscribe for
Placing Shares under the Placing. Each person to whom these conditions apply,
as described above, who confirms his agreement to Panmure Gordon (on behalf of
itself and as agent of the Company) to subscribe for Placing Shares (which may
include Panmure Gordon and/or its nominee(s)) hereby irrevocably agrees with
each of Panmure Gordon and the Company to be bound by these terms and
conditions as being the terms and conditions on which the Placing Shares will be
issued under the Placing. A Placee shall, without limitation, become so bound
if and when Panmure Gordon confirms to it (i) the Placing Price and (ii) its
allocation (the 'Confirmation') and Panmure Gordon so notifies the Company's
registrar on behalf of the Company.
Agreement to acquire the Ordinary Shares
Conditional on (i) Admission occurring on 6 November 2007 or such later date as
the Company and Panmure Gordon may agree (not being later than 13 November 2007
('Long Stop Date'), and (ii) the Confirmation having been made to it, each
Placee agrees to subscribe for the number of Placing Shares allocated to it
under the terms and conditions of the Placing, at the Placing Price. To the
fullest extent permitted by law, each Placee acknowledges and agrees that it
will not be entitled to exercise any remedy of rescission at any time. This
does not affect any other rights a Placee may have. A conditional contract note
will be dispatched as soon as possible following the Confirmation.
Principal terms of the Placing
Panmure Gordon is arranging the Placing as an agent for and on behalf of the
Company. Participation will only be available to persons invited to participate
in the Placing by Panmure Gordon.
Placees will be informed of their allocation of Placing Shares prior to
confirming their participation in the Placing.
There will be no commission payable to Placees in relation to the Placing Shares.
Placees will participate in the Placing solely on the basis of these terms and
conditions.
Representations and warranties
By participating in the Placing, each Placee irrevocably represents, warrants
and undertakes to Panmure Gordon (for itself and as agent of the Company) that:
(a) it and each person on whose behalf it is participating (in whole or in part)
(if applicable) in the Placing or to whom it allocates its Placing Shares in
whole or in part:
(i) has the capacity and authority and is entitled to enter into and perform its
obligations as a subscriber of Placing Shares pursuant to the terms of the
Placing and will honour such obligations; and
(ii) has fully observed all laws of relevant jurisdictions and obtained all
necessary governmental or other consents in either case which may be required
in relation to the subscription by it of Placing Shares;
(iii) is not a person who is resident in, or a citizen of, the United States,
Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of
such a person) or a corporation, partnership or other entity organised under
the laws of any such jurisdiction (or an agent or nominee of such a person);
(iv) acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any State
of the United States, that the relevant clearances have not been and will not be
obtained from the Securities Commission of any province of Canada and that the
Ordinary Shares have not been and will not be registered under the securities
laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing
Shares may not, subject to certain exceptions, be directly or indirectly offered
or sold in the United States, Canada, Australia, the Republic of Ireland or
Japan;
(v) acknowledges and agrees that neither it nor any affiliate, nor any person
acting on its or any affiliate's behalf, has or will offer, sell, take up,
renounce, transfer or deliver directly or indirectly any Placing Shares or any
press announcement or any other offering material in connection with the
Placing within the United States, Canada, Australia, the Republic of Ireland or
Japan or offer, sell, take up, renounce, transfer or deliver in favour of a
resident of Canada, Australia, the Republic of Ireland or Japan;
(vi) has not offered or sold and will not offer or sell any Placing Shares in
the United Kingdom prior to Admission except in circumstances which have not
resulted and will not result in an obligation to publish an approved prospectus
arising under section 85(1) of the FSMA or a breach of such section;
(vii) it has not received a prospectus or other offering document in connection
with the Placing and acknowledges that no prospectus or other offering document
has been prepared in connection with the Placing;
(viii) it, or the beneficial owner, as applicable, is entitled to subscribe for
and/or purchase Placing Shares under the laws of all relevant jurisdictions
which apply to it, or the beneficial owner, as applicable, and that it has fully
observed such laws and obtained all such governmental and other guarantees and
other consents in either case which may be required thereunder and complied
with all necessary formalities;
(b) it is a Relevant Person;
(c) in agreeing to subscribe for Placing Shares it has received and read this
document including this appendix and is not relying on any information,
representation or warranty relating to the Placing, Placing Shares or the
Company save as may be contained in this document and it has not relied on and
is not relying on any representation or warranty or agreement by Panmure Gordon
or the Company or any of their respective directors, employees or agents or any
other person except as set out in the express terms herein;
(d) save where Panmure Gordon has been given prior written notice to the
contrary, in participating in the Placing it is acting as principal and for no
other person and that its acceptance of that participation will not give any
other person a contractual right to require the issue by the Company of any of
the Placing Shares;
(e) it irrevocably confirms Panmure Gordon 's discretion with regard to the
Placing and agrees that Panmure Gordon does not owe it any fiduciary duties in
respect of any claim it may have relating to the Placing;
(f) it has complied with all relevant laws of all territories, or obtained all
requisite governmental or other consents and authorities which may be required
in connection with its participation in the Placing including without limitation
to enable it to give its commitment to subscribe for Placing Shares and to
perform its obligations as set out herein; that it has complied with all
requisite formalities and that it has not taken any action or omitted to take
any action which will or may result in Panmure Gordon , or the Company or any
of its directors, officers, agents, employees or advisors acting in breach of
the legal and regulatory requirements of any territory in connection with the
Placing or its application; that it is not in a territory in which it is
unlawful to make an offer to subscribe for Placing Shares; and that it will pay
any issue or other taxes due under any relevant non-UK laws in connection with
the Placing;
(g) it acknowledges and agrees in connection with its participation in the
Placing that Panmure Gordon is not acting for it in relation to the Placing or
otherwise and that Panmure Gordon will not have any duties or responsibilities
to it for providing the protections afforded to its customers or for advising
it with regard to the Placing or the Placing Shares, nor do the contents of
this announcement constitute the giving of investment advice by Panmure Gordon
to it;
(h) save where Panmure Gordon has been given prior written notice to the
contrary, it is not a person falling within subsections (6), (7) or (8) of
sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of
section 96 of the Finance Act 1986 (or an agent or nominee of such person);
(i) save where Panmure Gordon has been given prior written notice to the
contrary, the issue of Placing Shares to it (whether as principal, agent or
nominee) will not be subject to stamp duty or stamp duty reserve tax at the
increased rates referred to in sections 67 or 93 (Depositary Receipts) or
sections 70 or 96 (Clearance Services) of the Finance Act 1986;
(j) in the case of a person who confirms to Panmure Gordon on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises Panmure
Gordon to notify the Placee's name to the Company's registrar, that person
represents and warrants that he has authority to do all such acts on behalf of
the Placee;
(k) to the extent that a Placee is subscribing for Placing Shares on behalf of a
third party and prior written notice of such matter has been given to Panmure
Gordon as contemplated by paragraph (d) of this appendix;
(i) such Placee has carried out applicable procedures to verify the
identity of such third party for the purposes of the Money Laundering
Regulations 2003 (the 'Regulations');
(ii) such Placee has complied fully with its obligations pursuant to the
Regulations; and
(iii) such Placee will provide Panmure Gordon on demand with any information
it might require for the purposes of verification under the Regulations;
(l) it is aware of, has complied with and will comply with its obligations in
connection with money laundering under the Proceeds of Crime Act 2002;
(m) it acknowledges that the issue of the Placing Shares to it will be issued
subject to the terms and conditions set out herein.
(n) it does not expect Panmure Gordon to have any duty to it similar or
comparable to the 'best execution', 'suitability' and 'risk warnings' rules of
the Financial Services Authority and that it is not relying on Panmure Gordon
to advise whether or not the Placing Shares are in any way a suitable investment
for it;
(o) its name and the number of Placing Shares to be subscribed or purchased by
it may be disclosed if required by law or by any applicable rules or
regulations including the AIM Rules or the Rules of the London Stock Exchange
plc;
(p) it agrees that the Company, Panmure Gordon and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to Panmure Gordon on its own
behalf and on behalf of the Company and are irrevocable;
(q) agrees to indemnify and hold the Company and Panmure Gordon harmless from
any costs, claims, liabilities and expenses (including legal fees) arising out
of or in connection with any breach of the representations, warranties,
acknowledgments and undertakings herein and further agrees that the provision of
the same shall survive after completion of the Placing.
In the event that a Placee is not able to give the warranties in (h) and (i)
above, stamp duty or stamp duty reserve tax may be chargeable or may be
chargeable at a higher rate: neither Panmure Gordon nor the Company will be
responsible for any resulting liability to stamp duty or stamp duty reserve
tax, which shall be for the account of the Placee and in respect of which the
Placee agrees to indemnify, and keep indemnified, Panmure Gordon and the
Company.
Payment, registration and settlement
Each Placee undertakes to pay the Placing Price for the Placing Shares issued to
such Placee in such manner as shall be directed by Panmure Gordon. Liability
for stamp duty and stamp duty reserve tax is described below. In the event of
failure by any Placee to pay as so directed, the relevant Placee shall be deemed
hereby to have appointed Panmure Gordon or any nominee of Panmure Gordon to
place (in one or more transactions) or to subscribe itself for any or all of
the Placing Shares in respect of which payment shall not have been made as
directed by Panmure Gordon.
It is expected that settlement of the Placing will occur on 6 November 2007, on
which date each Placee must settle the full amount owed by it in respect of the
Placing Shares allocated to it. Panmure Gordon may (after consultation with the
Company) specify a later settlement date (or dates) at its absolute discretion.
Payment must be made in cleared funds. The payment instructions for settlement
in CREST and settlement outside of CREST will be set out in the Contract Note.
The trade date of the Placing Shares is 1 November 2007. Interest is chargeable
daily on payments to the extent that value is received after the due date at
the rate per annum of 2 percentage points above the Barclays Bank plc base
rate.
If Ordinary Shares are to be delivered to a custodian or settlement agent of a
Placee, the relevant Placee should ensure that its Contract Note is copied and
delivered immediately to the relevant person within that organisation. Insofar
as Ordinary Shares are to be registered in the name of a Placee or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Ordinary Shares will, subject
as provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax.
Each Placee irrevocably appoints any director of Panmure Gordon as its agent for
the purpose of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered as the
holder of any of the Placing Shares offered to it.
Settlement of the transactions in the Placing Shares following Admission will
take place within the CREST system against Panmure Gordon's CREST account
83801.
Panmure Gordon will endeavour to meet the demands of those Placees indicating
that they wish to hold their Placing Shares in certificated form.
Miscellaneous
The rights and remedies of Panmure Gordon and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of the others.
All documents will be sent at the Placee's risk. They may be sent by post to
such Placee at an address notified to Panmure Gordon.
Each Placee agrees to be bound by the Company's articles of association (as
amended from time to time) once the Placing Shares which such Placee has agreed
to subscribe for have been issued to such Placee.
The times and dates set out in this announcement are subject to amendment (apart
from the Long Stop Date). Panmure Gordon will notify the Placees of and any
persons acting on their behalf of any changes.
In the case of a joint agreement to subscribe for Placing Shares, references to
a Placee in these terms and conditions are to each Placee who is a party to
such agreement and each such Placee's liability is joint and several.
These terms and conditions and all documents and agreements into which these
terms and conditions are incorporated by reference or otherwise validly form a
part will be governed by and construed in accordance with English law. For the
exclusive benefit of Panmure Gordon and the Company each Placee irrevocably
submits to the non-exclusive jurisdiction of the English courts in respect of
these matters. This does not prevent an action being taken against the Placee in
another jurisdiction.
This information is provided by RNS
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