Results of Placing

RNS Number : 5507Y

NCC Group PLC

13 May 2021

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR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.

NCC Group plc

13 May 2021

Results of Placing

NCC Group plc ("NCC" or the "Company") is pleased to announce the successful completion of the proposed placing announced earlier today (the "Placing") in connection with NCC's conditional agreement to acquire the Intellectual Property Management business (the "IPM Business") of Iron Mountain Inc. ("Iron Mountain").

A total of 27,906,400 new ordinary shares of 1p each ("Ordinary Shares") has been placed with existing and new investors by Peel Hunt LLP ("Peel Hunt")   and Jefferies International Limited ("Jefferies", and together with Peel Hunt the "Joint Bookrunners" and each a "Joint Bookrunner") at a price of 260 pence per Placing Share, which represents a 3.4% discount to the prevailing middle market price at the time of agreeing the Placing, raising gross proceeds of £72.6 million (c. $102.3 million).

Application has been made for the 27,906,400 Placing Shares to be admitted to the premium listing segment of the Official List maintained by the FCA and to trading on the LSE's main market for listed securities ('Admission'). It is expected that Admission will occur at on or around 8:00 a.m. on 17 May 2021. The Placing Shares will represent approximately 9.0% of the enlarged issued share capital of the Company on Admission.

The Placing Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares in issue at the date of this document and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

The following Directors of the Company have agreed to subscribe for Placing Shares as part of the Placing as follows:

Name	Role	Placing Shares acquired
Chris Stone	Non-Executive Chairman	38,461
Adam Palser	Chief Executive Officer	15,000
Chris Batterham	Senior Independent Non-Executive Director	5,000
Jennifer Duvalier	Independent Non-Executive Director	9,615

Unless otherwise defined, terms in this announcement ("Announcement") shall have the same meanings as those defined in the Placing Launch Announcement released earlier today.

Total Voting Rights

In accordance with Rule 5.6.1 of the Disclosure Guidance and Transparency Rules, the Company notifies the market that, following Admission, the Company's issued ordinary share capital will comprise 308,886,785 Ordinary Shares. Therefore the total number of Ordinary Shares with voting rights in the Company will be 308,886,785 following Admission. This number may be used by shareholders in the Company 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 ordinary share capital of the Company under the Disclosure Guidance and Transparency Rules.

This Announcement contains inside information. The person responsible for arranging and authorising the release of this announcement is Tim Kowalski, CFO of NCC Group plc.

For further information contact:

NCC Group plc Adam Palser, CEO Tim Kowalski, CFO	[phone]
Peel Hunt LLP (Joint Bookrunner) Edward Knight Charlie Batten Nick Prowting Jock Maxwell Macdonald (Syndicate)	[phone]
Jefferies International Limited (Joint Bookrunner) Simon Hardy Will Soutar Lee Morton (Syndicate)	[phone]
Lazard (Financial Adviser) Cyrus Kapadia Louise Campbell Simon Chambers	[phone]
Maitland / AMO Neil Bennett Sam Cartwright	[phone]

IMPORTANT NOTICE

This Announcement and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. 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 NCC Group plc (the "Company") in the United States, Australia, Canada, Japan or South Africa or 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.

The Placing Shares have not been and will not be registered under the U.S. 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, sold or transferred, directly or indirectly, in or into 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. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 as amended (the "UK Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of Regulation (EU) 2017/1129 as amended (the "Prospectus Regulation") ("Qualified Investors"); (b) in the United Kingdom, Qualified Investors within the meaning of the UK Prospectus Regulation who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; (c) in the United States, a limited number of "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended; and (d) persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

No prospectus has been prepared or filed with any securities commission or other securities regulatory authorities in any jurisdiction in Canada in connection with the offer or sale of the Placing Shares. Any offer and sale of the Placing Shares in Canada is being made on a private placement basis only and pursuant to an exemption from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of the Placing Shares in Canada must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada. There will be no public offering of the Placing Shares in Canada. This Announcement does not contain all of the information that would normally appear in a prospectus under applicable Canadian securities laws. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Announcement or the merits of the Placing Shares. Any representation to the contrary is an offense. This Announcement is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement, a solicitation to purchase, a public offering of the Placing Shares in Canada.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" as defined in Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106 or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and are either purchasing the Placing Shares as principal for their own account, or are deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws and not as agent for the benefit of another person or as trustee, for investment only and not with a view to resale or redistribution; (b) not created or being used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" as defined in section 1.1 of National Instrument 31-103 - RegistrationRequirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") that is not an individual; and (d) is resident in either the Province of Alberta, British Columbia, Ontario or Quebec and entitled under applicable Canadian securities laws, including the securities laws applicable to such Province, to purchase the Placing Shares without the benefit of a prospectus.

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.

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 Peel Hunt LLP ("Peel Hunt") or Jefferies International Limited ("Jefferies" and together with Peel Hunt, the "Joint Bookrunners" and each a "Joint Bookrunner"), or by any of their 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 Joint Bookrunner is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Each Joint Bookrunner is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its 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 Joint Bookrunners by FSMA or by the regulatory regime established under it, neither Peel Hunt, Jefferies nor any of their 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 Joint Bookrunner or any of their affiliates in connection with the Company, the Placing Shares or the Placing.  Peel Hunt, Jefferies and each of their affiliates accordingly disclaim all and any responsibility and liability whatsoever, 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 Joint Bookrunner or any of their affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Each Joint Bookrunner may, at their discretion, appoint sub-agents or delegate the exercise of any of their powers, authorities or discretions to any of their respective affiliates or such persons as such Joint Bookrunner may think fit, including where required to ensure compliance with legal and regulatory obligations.

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and for no one else in connection with this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the matters set out herein.  Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Placing or otherwise.

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 and/or the Joint Bookrunners or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to 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 the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

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 which 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 and nor do they intend to. 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.  As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

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 does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

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.

Information to Distributors

Solely for the purposes of the product governance requirements contained in Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (together, 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 Placing Shares have been subject to a product approval process, which has determined that such securities 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 paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (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, 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: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

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.

 

END

 

 

ROIUOARRAVUVAAR