Results of Placing and Open Offer

RNS Number : 4004X

Glenveagh Properties PLC

10 August 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale in any jurisdiction, including in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa.  Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus published by Glenveagh Properties PLC ("Glenveagh" or the "Company" and, together with its subsidiaries, "the Group") on 19 July 2018 (the "Prospectus") in connection with the proposed offering described below and admission of the newly issued ordinary shares (the "New Ordinary Shares") to (i) the primary listing segment of the Official List of Euronext Dublin and to trading on the main market for listed securities of Euronext Dublin; and (ii) the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange PLC ("London Stock Exchange"). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of the Prospectus is available for inspection on the Company's website at www.glenveagh.ie (subject to limitations).

10 August 2018

Glenveagh Properties PLC

Results of Placing and Open Offer

On 19 July 2018, Glenveagh, a leading Irish homebuilder listed on Euronext Dublin and the London Stock Exchange announced details of a proposed Firm Placing and Placing and Open Offer (the "Capital Raise") to raise gross proceeds of approximately €213 million (€205 million net of commissions, fees and expenses) through the issue of 74,116,555 New Ordinary Shares to be issued through the Firm Placing and 111,174,833 New Ordinary Shares to be issued through the Placing and Open Offer.

The Open Offer closed for acceptances at 11.00 a.m. on 9 August 2018. The Company announces that it has received valid acceptances under the Open Offer in respect of 36,929,256 Open Offer Shares from Qualifying Shareholders. This represents approximately 33.2% of the Open Offer Shares offered pursuant to the Open Offer.

Accordingly, the remaining 74,245,577 Open Offer Shares, representing approximately 66.8% of the Open Offer Shares to be issued through the Placing and Open Offer, will be allocated to the investors with whom they had been conditionally placed under the Placing.

The Capital Raise is conditional upon the approval by Shareholders of all of the Capital Resolutions at the Company's Extraordinary General Meeting (the "EGM") (scheduled for 11 a.m. on 13 August at the offices of A&L Goodbody, IFSC, North Wall Quay, Dublin 1, Ireland) and Admission occurring.

Applications have been made to (i) Euronext Dublin for the New Ordinary Shares to be admitted to listing on the primary listing segment of the Official List of Euronext Dublin; (ii) the FCA for the New Ordinary Shares to be admitted to listing on the standard listing segment of the Official List of the FCA; (iii) Euronext Dublin for the New Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and dealings will commence in the New Ordinary Shares at 8.00 a.m. on 14 August 2018. Thereafter the Company will have a total of 871,333,550 Ordinary Shares in issue.

Expected timetable of principal events

Each of the times and dates is subject to change without further notice. Please refer to the notes for this timetable set out below.

Event	Time/Date
Latest time and date for receipt of Forms of Proxy or submission of proxy votes electronically	11.00 a.m. on 11 August 2018
Time and date of EGM	11.00 a.m. on 13 August 2018
Announcements of results of EGM	13 August 2018
Issue of the New Ordinary Shares pursuant to the Capital Raise and Admission and expected commencement of dealings in the New Ordinary Shares issued under the Capital Raise on Euronext Dublin and the London Stock Exchange	As soon as practicable after 8.00 a.m. on 14 August 2018
CREST stock accounts expected to be credited for the New Ordinary Shares in the uncertificated form under the Capital Raise	As soon as practicable after 8.00 a.m. on 14 August 2018
Share Certificates for New Ordinary Shares under the Capital Raise expected to be dispatched	On or about 27 August 2018

Notes:

1.    All references to time in this announcement are to Dublin time unless otherwise stated.

2.     The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement and in any other documents issued by the Company in connection with the Capital Raise or Admission may be adjusted by the Company, in which event details of the new times and dates will be notified to a Regulatory Information Service and, where appropriate, to Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Regulation 52 of the Prospectus Regulations prior to Admission, the Company and the Joint Global Coordinators may agree to defer Admission until such time as such withdrawal rights no longer apply.

3.     Different deadlines and procedures for return of forms may apply in certain cases.

For further information please contact:

Davy (Joint Global Coordinator and Sponsor)	[phone]
Brian Ross
Brian Garrahy
Orla Cowzer Barry Murphy

Jefferies (Joint Global Coordinator)	[phone]
Michael Old
Max Jones
Ben Wells

Media                                    

Gordon MRM	[phone]
Ray Gordon	[phone]
David Clerkin	[phone]

This announcement should be read in conjunction with the full text of the Prospectus and the circular issued on 19 July 2018. All capitalised/defined terms used in this announcement and not otherwise defined shall have the meanings given to them in the Prospectus.

About the Company

Glenveagh Properties PLC is a leading Irish homebuilder listed on Euronext Dublin and the London Stock Exchange. With a focus on strategically located developments in the Greater Dublin Area, Cork, Limerick and Galway, the Group comprises two complementary divisions, Glenveagh Homes and Glenveagh Living.

Glenveagh Homes delivers high quality starter homes to its private customers with selective developments of mid-size and executive houses and apartments in areas of high demand.

Glenveagh Living delivers houses and apartments for the public sector and institutional investors. Its Partnerships business focusses on mixed tenure and joint venture opportunities with the public sector in Ireland, while its PRS business delivers large-scale private rental product for institutional investors.

Important Notices

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the New Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any New Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. 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 or resold in 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. No public offering of securities is being made in the United States.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus are available from the Company's registered office, at the offices A&L Goodbody at IFSC, North Wall Quay, Dublin 1, Ireland and on the Company's website www.glenveagh.ie (subject to limitations).

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors") and in Ireland only to certain other investors being clients of Davy.  Any investment or investment activity to which this announcement relates is available only to Qualified Investors in any member state of the EEA and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents. Any subscription for New Ordinary Shares in the Open Offer should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Open Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked).

Certain statements contained in this announcement may constitute "forward-looking" statements regarding the belief of current expectation of the Company and the Directors about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Group or the markets in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Jefferies or Davy undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the New Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise or Admission cannot be relied upon as a guide to future performance.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Capital Raise or any matter referred to herein. Jefferies, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Capital Raise or any matter referred to herein.

In connection with the Capital Raise, each of Davy and Jefferies, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus to the New Ordinary 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, Davy or Jefferies or any of their respective affiliates acting as investors for their own accounts. Neither Davy nor Jefferies nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Davy, Jefferies or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in  this  announcement or any document referred to  in  this  announcement (or  whether  any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, Davy, Jefferies and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether  in  tort,  contract  or  otherwise  which  they  might  otherwise  have  in  respect  of  this announcement or its contents or otherwise arising in connection therewith.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively, in respect of the Capital Raise.

 

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