Completion of placing

RNS Number : 6712N

Draper Esprit PLC

21 January 2019

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

This announcement contains inside information.

Draper Esprit plc

("Draper Esprit" or the "Company")

COMPLETION OF AN OVERSUBSCRIBED PLACING RAISING £100 MILLION

Draper Esprit (AIM: GROW, ESM: GRW), a leading venture capital firm investing in and developing high growth digital technology businesses across Europe, is pleased to announce that, further to the announcement made earlier today, it has secured funding commitments to raise gross proceeds of £100 million at an issue price of 530 pence per share (the "Issue Price") by way of the conditional placing of 18,867,925 new Ordinary Shares (the "Placing Shares"). The Placing was oversubscribed.

The allotment of the Placing Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at a general meeting of the Company to be convened for 10.00 a.m. on 7 February 2019 (the "General Meeting") to grant the Directors the authority to allot the Placing Shares and to dis-apply statutory pre-emption rights which would otherwise apply to such allotment.

Enquiries

Draper Esprit plc Simon Cook (Chief Executive Officer) Ben Wilkinson (Chief Financial Officer)	[phone]
Numis Securities Nominated Adviser & Joint Broker Alex Ham Richard Thomas Jamie Loughborough	[phone]
Goodbody Stockbrokers ESM Adviser & Joint Broker Corporate Finance: Don Harrington / Richard Tunney Corporate Broking: Linda Hickey / Charlotte Craigie	[phone]
MHP Communications (PR) Reg Hoare Pete Lambie Flo Mayo	[phone]  [e-mail]

EXPECTED TIMETABLE

Publication of the Circular	22 January 2019
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 5 February 2019
General Meeting	10.00 a.m. on 7 February 2019
Admission of Placing Shares	8.00 a.m. on 8 February 2019
Expected time and date for CREST accounts to be credited in relation to the Placing Shares	8.00 a.m. on 8 February 2019
Completion of the Acquisitions expected by no later than	15 February 2019
Despatch of definitive share certificates (where applicable) in relation to the Placing Shares expected by no later than	the week commencing 11 February 2019

Notes:

1.             Certain of the events in the above timetable are conditional upon, amongst other things, the approval of Resolutions 1 and 2 at the General Meeting.

2.             If any of the events contained in the timetable should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

The Placing

18,867,925 Placing Shares have been placed with new and existing institutional investors at the Issue Price to raise aggregate gross proceeds of £100 million. The Placing is not being underwritten. The Placing Shares will represent approximately 16.0 per cent. of the Enlarged Share Capital.

The Placing is conditional, inter alia, on the approval of Resolutions 1 and 2 at the General Meeting of the Company to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU, at 10.00 a.m. on 7 February 2019 and upon Admission of the Placing Shares to trading on AIM and ESM. It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 8 February 2019.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Numis and Goodbody have each agreed, subject to certain conditions, to use their reasonable endeavours to place the Placing Shares at the Issue Price.

The Placing Agreement contains certain warranties from the Company in favour of Numis and Goodbody in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify Numis and Goodbody in relation to certain liabilities either may incur in respect of the Placing. The Acquisitions are conditional upon the Transaction Agreements remaining in full force and effect and having not been terminated or capable of being terminated. Numis and Goodbody have the right to terminate the Placing Agreement in certain circumstances prior to Admission including, without limitation, in the event of a material breach by the Company of its obligations under the Placing Agreement and the occurrence of certain force majeure events or a material adverse change in the financial condition of the Group.

In consideration for their services in relation to the Placing and Admission and conditional upon completion of the Placing, Numis and Goodbody will be paid a commission based on the aggregate value of the Placing Shares at the Issue Price.

Admission and dealings

Application will be made to the London Stock Exchange and the Irish Stock Exchange (trading as Euronext Dublin) for the Placing Shares to be admitted to trading on AIM and ESM respectively. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.

It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 8 February 2019.

General Meeting

A notice convening the General Meeting to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU, at 10.00 a.m. on 7 February 2019 will be sent to Shareholders on 22 January 2019. At the General Meeting, the following Resolutions will be proposed:

Resolutions relating to the Placing (Resolutions 1 and 2)

Resolutions 1 and 2 will be proposed to grant the Directors the authority to allot the Placing Shares (which are equivalent to approximately 16.0 per cent. of the Enlarged Share Capital) without first offering them to existing Shareholders on a pre-emptive basis.

The Directors believe it would not be in the Shareholders' best interests to incur the significant additional expense that would be required to implement a fully pre-emptive offer of Ordinary Shares to Shareholders. The Directors have therefore concluded that seeking general authority from Shareholders to issue the Placing Shares other than on a pre-emptive basis is the most flexible and cost effective method available to the Company.

Resolutions relating to general authority to allot Ordinary Shares and waiver of pre-emption rights (Resolutions 3, 4 and 5)

Resolution 3 will, if passed, renew the Company's general authority to allot equity securities up to an aggregate nominal amount of £389,154.06 representing approximately 33.3 per cent of the Company's issued ordinary share capital, but reflecting the increased number of Ordinary Shares comprised in the Enlarged Share Capital, without first offering them to existing Shareholders on a pre-emptive basis.

Resolutions 4 and 5 will, if passed, renew the Company's general authorities on a non-pre-emptive basis at (i) 5 per cent. of the Company's issued ordinary share capital, but reflecting the increased number of Ordinary Shares comprised in the Enlarged Share Capital, and (ii) an additional 5 per cent. of the Company's issued ordinary share capital, but reflecting the increased number of Ordinary Shares comprised in the Enlarged Share Capital.

The authority sought under these Resolutions will expire at the earlier of the conclusion of the next annual general meeting of the Company and 30 September 2019.

IMPORTANT NOTICE

The information contained in this announcement is for information 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, fairness or completeness.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.

The Ordinary Shares have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction of the United States. The Ordinary Shares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act). No public offering of the Ordinary Shares is being made in the United States. The Ordinary Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the Securities Act.

The Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.

The distribution of this announcement outside the UK and Ireland may be restricted by law. No action has been taken by the Company, Numis or Goodbody that would permit (i) a public offer of Ordinary Shares in any jurisdiction or (ii) possession of this announcement in any jurisdiction outside the UK and Ireland, where action for that purpose is required. Persons outside the UK and Ireland who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.

Numis, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as nominated adviser to the Company for the purposes of the AIM Rules and as joint broker to the Company in connection with the Placing. Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Numis as to, and no liability is accepted by Numis in respect of, any of the contents of this announcement.

Goodbody, which is authorised and regulated by the Central Bank of Ireland, is acting as ESM Adviser for the purposes of the ESM Rules and joint broker to the Company. Persons receiving this announcement should note that Goodbody is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person for providing the protections afforded to customers of Goodbody or for advising any other person in connection with the Placing. Goodbody's responsibilities as the Company's ESM Adviser and broker under the ESM Rules are owed solely to the Irish Stock Exchange (trading as Euronext Dublin) and are not owed to any other person. No representation or warranty, express or implied, is made by Goodbody as to, and no liability is accepted by Goodbody in respect of, any of the contents of this announcement.

FORWARD-LOOKING STATEMENTS

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds of the Placing, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the Irish Stock Exchange (trading as Euronext Dublin), the AIM Rules, the ESM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

INFORMATION TO DISTRIBUTORS

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 the 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, Numis and Goodbody have only procured 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.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

Acquisitions	the EB IV Acquisition and the DEF Acquisition
Acquisition Agreements	the EB IV Acquisition Agreements and the DEF Acquisition Agreements
Admission	the admission of the Placing Shares to trading on AIM and ESM becoming effective in accordance with the AIM Rules and the ESM Rules respectively
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange governing admission to and trading on AIM, as may be amended from time-to-time
Circular	the circular to be sent by the Company to its Shareholders in connection with the Placing
Company or Draper Esprit	Draper Esprit plc
Carried Interest Agreement	the carried interest agreement to be entered into prior to Admission, and in a form to be agreed between the Brokers and the Company, between the Company, the EB IV Managing General Partner and the EB IV Special Limited Partner
CREST	the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
DEF	Digital East Fund 2013 SCA SICAR, a Luxembourg partnership limited by shares (société en commandite par actions) registered with the Luxembourg supervisory authority CSSF as an investment company in risk capital (société d'investissement en capital à risqué), having its registered office at 7, avenue Gaston Diderich, L-1420 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 169.906
DEF Acquisition	the conditional acquisition by the Company (or an entity managed or controlled by the Company) of interests in DEF, in accordance with the DEF Acquisition Agreements and the DEF Framework Agreement
DEF Acquisition Agreements	the conditional agreements relating to the DEF Acquisition to be entered into between the Company and each of the participating existing limited shareholders of DEF and prior to Admission
DEF Framework Agreement	the framework agreement dated 21 January 2019 between the Company and the DEF General Partner
DEF General Partner	Earlybird Management S.A., a Luxembourg public limited company (société anonyme), having its registered office at 7, avenue Gaston Diderich, L-1420 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 176.800
Directors	the directors of the Company
Earlybird Principals	each of Heindrik Brandis, Roland Manger, Rolf Mathies and Christian Nagel
EB IV	Earlybird GmbH & Co. Beteiligungs-KG IV, a German limited partnership registered with the commercial register of the Munich local court under HRA 90110
EB IV Acquisition	the conditional acquisition by the Company (or an entity managed or controlled by the Company) of interests in EB IV, in accordance with the EB IV Acquisition Agreements and the EB IV Framework Agreement
EB IV Acquisition Agreements	the conditional agreements relating to the EB IV Acquisition to be entered into between the Company (or an entity managed or controlled by the Company) and each of the participating existing limited partners of EB IV prior to Admission
EB IV Framework Agreement	the framework agreement dated 21 January 2019 between the Company, Esprit Investments (2) L.P., the EB IV Managing General Partner and the Earlybird Principals
EB IV Managing General Partner	Earlybird Venture Capital GmbH & Co. KG, a German limited partnership registered with the commercial register of the Munich local court under HRA 100365
EB IV Special Limited Partner	Earlybird IV SLP GmbH & Co. KG.
ESM	the Enterprise Securities Market operated and regulated by the Irish Stock Exchange (trading as Euronext Dublin)
ESM Adviser	Goodbody, in its capacity as ESM Adviser to the Company for the purposes of the ESM Rules
ESM Rules	the ESM Rules for Companies published by the Irish Stock Exchange (trading as Euronext Dublin)
Euroclear	Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares	the Ordinary Shares in issue as at the date of this announcement
FCA	the Financial Conduct Authority
FSMA	the Financial Services and Markets Act 2000, as may be amended from time-to-time
General Meeting	the general meeting of the Company convened for 10.00 a.m. on 7 February 2019 (or any adjournment or postponement thereof)
Goodbody	Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland with registered number 54223 and having its registered office at Ballsbridge Park, Ballsbridge, Dublin 4, D04 YW83 Ireland
Group	the Company, together with its subsidiaries and subsidiary undertakings and., for the purposes of investments made by the Group, includes the Encore Funds
Ireland	the island of Ireland excluding Northern Ireland
Irish Stock Exchange	Irish Stock Exchange plc (trading as Euronext Dublin)
Issue Price	530 pence per Placing Share
London Stock Exchange	London Stock Exchange plc
Numis	Numis Securities Limited, a company incorporated in England and Wales with registered number 02285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Placing	the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement	the placing agreement dated 21 January 2019 between (1) Numis, (2) Goodbody and (3) the Company relating to the Placing
Placing Shares	18,867,924 new Ordinary Shares which are to be placed in accordance with the terms of the Placing, conditional inter alia on the passing of Resolutions 1 and 2
Regulation S	Regulation S under the Securities Act
Resolutions	the resolutions set out in the notice of General Meeting
Securities Act	the US Securities Act of 1933, as amended
Shareholders	holders of Ordinary Shares
Transaction Agreements	the Framework Agreements, the Acquisition Agreements and the Carried Interest Agreement
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
United States or US	the United States of America, its territories and possessions and the District of Columbia

 

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