Acquisition

RNS Number : 7266J

Marshalls PLC

28 April 2022

 

THIS ANNOUNCEMENT AND 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 ANY JURISDICTION, INCLUDING BUT NOT LIMITED TO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OF AMERICA, WHERE THE EXTENSION OR AVAILABILITY OF THE CAPITAL RAISING (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD (I) RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION FILING OR OTHER FORMALITY WHICH MARSHALLS PLC REGARDS AS UNDULY ONEROUS, OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN ANY JURISDICTION, INCLUDING AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED CIRCULAR AND PROSPECTUS REFERRED TO BELOW. A COPY OF THE PROSPECTUS IS AVAILABLE AT WWW.MARSHALLS.CO.UK.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF AMERICA. 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 ANY SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES.

PLEASE SEE THE IMPORTANT NOTICES INCLUDED IN THIS ANNOUNCEMENT.

28 April 2022

Marshalls plc

Results of Capital Raising and General Meeting

On 6 April 2022, Marshalls plc (the "Company") announced details of a proposed Firm Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of approximately £ 187 million, approximately £ 87 million by way of a Firm Placing of 13,435,487 New Ordinary Shares and approximately £ 100 million by way of a Placing and Open Offer of 15,388,627 New Ordinary Shares, in each case at an issue price of 650 pence per New Ordinary Share. The Company undertook the Capital Raising to raise funds to finance the acquisition of the entire issued share capital of Marley Group plc pursuant to a share purchase agreement dated 6 April 2022 (the "Acquisition"), in part consideration for which the Company proposes to issue 24,092,457 New Ordinary Shares as Consideration Shares to the Sellers (together with the Capital Raising, the "Equity Issuance").

The Open Offer Shares were conditionally placed with institutional investors, subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing Shares were not subject to clawback and were not part of the Open Offer.

The Open Offer closed for acceptances at 11:00 a.m. on 27 April 2022. The Company has received valid acceptances from Qualifying Shareholders under their Open Offer Entitlements in respect of 4,161,133 Open Offer Shares, representing approximately 27 % of the Open Offer Shares. In addition, the Company has received applications from Qualifying Shareholders under the Excess Application Facility in respect of 81,441 Open Offer Shares, representing approximately 0.5 % of the Open Offer Shares. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement, in accordance with the terms set out in the combined circular and prospectus published by the Company on 7 April 2022 (the "Prospectus").

The Company is also pleased to announce that, at the General Meeting of the Company held at 9:30 a.m. on 28 April 2022, the Resolution (as set out in the Notice of General Meeting contained in Part XXI (Notice of General Meeting) of the Prospectus) was duly passed on a poll (in which every member present in person or by representative or proxy had one vote for each Ordinary Share held).

Commenting on today's announcement, Martyn Coffey, the Chief Executive Officer, said:

" We are delighted that shareholders have approved the acquisition of Marley and would like to thank them for their support. Marley is a compelling strategic fit, which we identified as the 'Marshalls of roofing', with much in common across our businesses - from its strong market positions and leading brands, to its sales strategy, focus on culture and proven platform for future growth.

The acquisition accelerates our progress towards becoming the UK's leading manufacturer of products for the built environment and we look forward to working with everyone at Marley to achieve this strategic goal."

The LEI of the Company is 213800S21IFC367J5V62.

For further enquiries please contact:

Marshalls plc	[phone]
Martyn Coffey, Chief Executive Officer
Justin Lockwood, Chief Financial Officer
Rothschild & Co (Sponsor and Financial Adviser to Marshalls plc)	[phone]
John Deans
Stephen Griffiths
Daniel Chetcuti
Numis Securities Limited (Joint Bookrunner to Marshalls plc)	[phone]
Ben Stoop
Oliver Hardy
Jamie Loughborough
Peel Hunt LLP (Joint Bookrunner to Marshalls plc)	[phone]
Ed Allsopp
Harry Nicholas
Sohail Akbar/Tom Ballard
MHP (Financial PR for Marshalls plc)	[phone]
Andrew Jaques
Charlie Barker
Robert Collett-Creedy

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

The poll results on the Resolution, on which Computershare Investor Services PLC (the Company's registrar) acted as scrutineer, are as follows:

	RESOLUTION	FOR		AGAINST		TOTAL		WITHHELD
		Number of Votes	% of Votes Cast	Number of Votes	% of Votes Cast	Votes Cast	% of ISC	Number of Votes
1	THAT the Acquisition, in part consideration for which the Company will issue Consideration Shares to the Sellers pursuant to the terms of the Share Purchase Agreement, be and is hereby approved and the Board be and hereby is authorised to take all such steps as may be necessary in relation thereto.	155,093,524	99.33	1,045,598	00.67	156,139,122	78.05	60,138

1.  Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

2.  A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the Resolution, nor the total votes cast.

3.  Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.

4.  As at 6.30 p.m. on 26 April 2022 (being the record time for the General Meeting), the Company had 200,052,157 Ordinary Shares in issue.

In accordance with Listing Rule 9.6.2R, a copy of the Resolution will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The results of the General Meeting held at 9:30 a.m. on 28 April 2022 will be available to view on the Company's website at www.marshalls.co.uk/investor.

The passing of the Resolution will enable the Company to proceed with the Acquisition and the issuance of the Consideration Shares.  The Equity Issuance remains conditional upon:

(i)  the Share Purchase Agreement becoming unconditional (other than in respect of Admission of the New Ordinary Shares);

(ii)  the Sponsor and Placing Agreement becoming unconditional; and

(iii)  Admission becoming effective by not later than 8.00 a.m. on 29 April 2022 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

Applications have been made for the admission of 52,916,571 New Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on 29 April 2022 .

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions made, paid or declared after the date of issue of the New Ordinary Shares.

The total issued share capital of the Company following Admission will be 252,968,728 Ordinary Shares and the total number of voting rights of the Company will be 252,968,728 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the Prospectus.

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of, the Company and has not been independently verified by the Sponsor and/or the Joint Bookrunners. 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 the Sponsor or the Joint Bookrunners or by any of their respective affiliates or agents or any of its or their respective directors, officers, employees, members, agents, advisers, representatives or shareholders as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement is not a prospectus but an advertisement and investors should not acquire any shares referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company in connection with the Capital Raising.

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Neither this announcement nor any copy of it nor the information contained in it and any related materials is intended for publication or distribution in, and does not constitute an offer of securities in, any jurisdiction, including but not limited to Australia, Canada, Japan, Switzerland, New Zealand, Singapore, the Republic of South Africa and the United States of America (the "United States") where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation, and is not for distribution to any securities analyst or other person in any of those jurisdictions.

This announcement is not for use in the United States and, subject to certain limited exceptions, may not otherwise be released, published, re-transmitted or re-distributed, directly or indirectly, in whole or in part, in, into or within the United States. No securities of the Company have been, or will be, registered under the Securities Act of 1933 (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States, and no securities of the Company may be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. The New Ordinary Shares, the Prospectus, the application form distributed in respect of the Capital Raising ("Application Form") and this announcement have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form, the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA in the United Kingdom; Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom; and Numis Securities Limited, which is authorised and regulated by the FCA in the United Kingdom, are each acting exclusively for the Company and no one else in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising or the Acquisition. 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 New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.

Cautionary note regarding forward-looking statements

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, similar references to future periods or their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding the intentions, beliefs or current expectations of the directors, the Company or the Group concerning, amongst other things, the results of operations, profitability, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which it operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Group's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy of the Group and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

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. None of the Company, N.M. Rothschild & Sons Limited, Peel Hunt LLP, or Numis Securities Limited are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Regulation Rules and the Market Abuse Regulation).

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (a) 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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (b) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

ENDS

 

END

 

 

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