Results of Placing

RNS Number : 7311R

Liontrust Asset Management PLC

01 July 2020

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN 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 contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR").

LEI: 549300XVXU6S7PLCL855

For immediate release

1 July 2020

Liontrust Asset Management PLC

( "Liontrust" or the "Company")

Results of Placing

Liontrust, the specialist independent fund management group, today announces the successful completion of the placing announced earlier today (the "Placing").

A total of 5,090,000 new ordinary shares of one penny each in the capital of the Company (the "Placing Shares") have been conditionally placed by Panmure Gordon (UK) Limited ("Panmure Gordon") (the "Bookrunner") with new and existing investors at 1,300 pence per Placing Share (the "Placing Price") raising gross proceeds of £66.17 million. The Placing Shares represent 9.17 per cent. of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of 0.4 per cent. to the closing price of 1,305 pence on 30 June 2020.

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

Applications have been made (i) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares will commence on 6 July 2020.

The Placing is conditional upon, inter alia, Admission becoming effective by no later than 8.00 a.m. on 6 July 2020 (or such later date, being no later than 20 July 2020, as may be agreed between Panmure Gordon and the Company) and upon the placing agreement between the Company and Panmure Gordon not being terminated in accordance with its terms.

Following Admission, the total number of shares in issue in the Company will be 60,602,061. The Company does not hold any shares in treasury. Therefore, following Admission, the number of voting shares in issue in the Company will be 60,602,061. This figure may be used by shareholders as the denominator for the calculations by which thy will determine if they are required to notify their interest in, or a change to the interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Smaller related party transaction

Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock Inc. ("BlackRock") have in the last 12 months held more than 10% of the ordinary share capital of the Company. For the purposes of the Listing Rules, BlackRock is therefore classified as a related party. BlackRock has agreed to subscribe for 500,000 P lacing Shares at the Placing Price. The participation in the Placing of BlackRock constitutes a smaller related party transaction and falls within Listing Rule 11.1.10R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

For further information please contact:

Liontrust                     020 7412 1700 

John Ions, Chief Executive                  www.Liontrust.co.uk

Vinay Abrol, Chief Financial Officer & Chief Operating Officer

Simon Hildrey, Chief Marketing Officer

Panmure Gordon (Financial Adviser and Sole Bookrunner)  020 7886 2500

Corporate Advisory: Stephen Howard, Antoine Dupont-Madinier, Dominic Morley

Corporate Broking: Charles Leigh-Pemberton

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement.

Important Notices

No action has been taken by the Company, Panmure Gordon or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Panmure Gordon to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document 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 (EU) 2017/1129 (the "Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING 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") OR TO ANY US PERSON (AS DEFINED BELOW), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 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 (or to any "US Person" (as defined in Rule 902 under the United States Securities Act of 1933, as amended) (the "Securities Act")), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred, or delivered directly or indirectly in or into the United States or to any US Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, save for certain limited exceptions at the discretion of the Company, the Placing Shares are being offered and sold by the Company only outside the United States in "offshore transactions" (as such terms are defined in Regulation S under the Securities Act ("Regulation S") to non-US Persons pursuant to Regulation S under the Securities Act. No public offering of securities is being made in the United States. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and subscribers for the Placing Shares will not be entitled to the benefits of the Investment Company Act.

This announcement is for information purposes only and is directed only at: (i) persons in the European Economic Area (the "EEA") who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); or (ii) in the United Kingdom, Qualified Investors who are (a) persons who have 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"); (b) persons who fall within Article 49(2)(a) to (d) of the Order; or (c) otherwise, persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available in the EEA or the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement must not be acted on or relied on by persons in the EEA or the United Kingdom who are not Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, Panmure Gordon, their respective affiliates and any person acting on its or their behalf 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, MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.

Panmure Gordon (UK) Limited is authorised and regulated in the United Kingdom by the FCA. Panmure Gordon is acting exclusively for the Company and no one else in connection with the Placing, the contents of this announcement and other matters described in this announcement. Panmure Gordon will not regard any other person as its client 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.

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 Panmure Gordon or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. 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. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor 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.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

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, Panmure Gordon 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.

If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

ENDS

 

END

 

 

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