Results of Placing

RNS Number : 5626F

Marston's PLC

18 May 2017

 

 18 May 2017

This announcement and the information contained herein is restricted and not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.

This announcement contains inside information.

MARSTON'S PLC ("Marston's" or the "Company")

Results of Placing

Marston's is pleased to announce the successful completion of the placing announced today (the "Placing").

A total of 57,600,995 new ordinary shares of 7.375 pence each (the "Placing Shares") have been placed by J.P. Morgan Securities PLC, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Numis Securities Limited ("Numis") at a price of 137.0 pence per Placing Share (the "Placing Price"), raising proceeds of approximately £78.9 million (before expenses). The Placing Shares being issued represent approximately 9.9% of the issued ordinary share capital of the Company (excluding treasury shares) prior to the Placing.

The Placing Price represents a discount of 4.9 per cent. to the closing price on 17 May 2017 and a discount of 3.1 per cent. to the intra-day price at 9.31 a.m. (being the time the Placing Price was agreed). The net placing price of approximately 131.7 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 6.8 per cent. to that intra-day price.

Applications have been made for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 22 May 2017 at which time dealings in the Placing Shares will commence.

The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 7.375 pence each in the share capital of the Company, including the right to receive all dividends (including the interim dividend of 2.7p per share announced today) and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Contacts

Marston's

Ralph Findlay, Chief Executive                                   [phone]

Andrew Andrea, Chief Financial and Corporate Development Officer

J.P. Morgan Cazenove

James Mitford                                                             [phone]

Behzad Arbabzadah

Laurene Danon

Numis                                                                         [phone]

Christopher Wilkinson

Michael Burke

Andrew Hackney

Instinctif Partners                                                     [phone]

Justine Warren

Matthew Smallwood

IMPORTANT NOTICE

This Announcement and the information contained in it is restricted and is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, South Africa or Japan or any other state or jurisdiction in which publication, release or distribution would be unlawful, restricted or unauthorised. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of Marston's PLC (the "Company") in any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement is not an offer of securities for sale in the United States. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") 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 unless registered under the Securities Act or pursuant to an exemption from, or a transaction not subject to, registration under the Securities Act. The Placing Shares are being offered and sold in the United States only to a limited number of "qualified institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the Securities Act.

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 J.P. Morgan Securities PLC (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC") or Numis Securities Limited ("Numis" and, together with JPMC, the "Bookrunners") or by any of their respective affiliates or agents 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.

Each of JPMC and Numis is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority in the United Kingdom. The Bookrunners are acting solely for the Company and no one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Bookrunners by the UK Financial Services and Markets Act 2000 or by the regulatory regime established under it, none of the Bookrunners or any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of any of the Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. The Bookrunners and their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Bookrunners or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunners to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions 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. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

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

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

 

END

 

 

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