Retail Offer via PrimaryBid.com

RNS Number : 1981I

Electrocomponents PLC

10 December 2020

 

THIS ANNOUNCEMENT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR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 AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Electrocomponents plc

10 December 2020

RETAIL OFFER VIA PRIMARYBID.COM

Retail Offer

Electrocomponents plc (Electrocomponents, the Company or the Group), today announces a retail offer via PrimaryBid of new ordinary shares of 10 pence each in the Company (the Retail Shares) (the Retail Offer).

As separately announced today, the Company is conducting a non-pre-emptive placing of new Ordinary Shares in the Company (the Placing Shares) (the Placing) through an accelerated bookbuild (the Bookbuild). The price at which the Placing Shares are to be placed (the Placing Price) will be determined at the close of the Bookbuild.

The issue price for the Retail Shares will be equal to the Placing Price.

Reasons for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer so as to minimise cost, time to completion and use of management time, Electrocomponents values its retail investor base and wants to give those shareholders an opportunity to participate in the equity fundraise, alongside other investors.

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors the opportunity to participate in the Company's equity fundraising alongside the Placing is in the best interest of shareholders, as well as wider stakeholders in Electrocomponents.

The net proceeds of the Retail Offer will be used alongside the net proceeds from the Placing to fund the proposed acquisitions of Synovos and Needlers, while preserving the Group's financial strength and flexibility to invest in working capital to drive organic growth and execute on a growing pipeline of attractive bolt-ons . The Synovos and Needlers acquisitions have been announced separately this morning (Acquisition Announcement).

Details of the Retail Offer

Members of the public in the UK may participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer is now open to retail investors.  The Retail Offer will close at the same time as the Bookbuild is completed. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £100 per investor under the terms of the Retail Offer. Subscriptions under the Retail Offer will be considered by the Company on a "first come, first served" basis (with preference to be given to the Company's existing retail investors), subject to conditions which are available to view on PrimaryBid.com. The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion.

No commission will be charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is important to note that once an application for the Retail Shares has been made and accepted via PrimaryBid, that application is irrevocable and cannot be withdrawn.

It is a term of the Retail Offer that the total value of the Retail Shares available for subscription at the Placing Price does not exceed €8 million, as is legally required (equivalent to approximately £ 7,221,520 at the exchange rate of £1:€1.1078 on 9 December 2020). Accordingly, the Company is not required to publish, and has not published, a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Shares are subscribed for, will be outside the United States and subscribing for the Retail Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S (Regulation S) under the U.S Securities Act of 1933, as amended (the Securities Act). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.

The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company (Ordinary Shares).

Applications have been made (i) to the Financial Conduct Authority for the admission of the Retail Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Retail Shares to trading on its main market for listed securities (together, Admission).

Settlement for the Retail Shares and Admission is expected to take place on or before 8.00 a.m. on 14 December 2020. The Retail Offer is conditional, among other things, upon Admission becoming effective and on the placing agreement entered into by the Company not being terminated in accordance with its terms prior to Admission.

For further details, please refer to www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for the Retail Shares, is available to all persons who register with PrimaryBid.com.

It should be noted that a subscription for the Retail Shares and any investment in the Company carry a number of risks. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Company's Ordinary Shares if they are in any doubt.

The person responsible for releasing this announcement is Ian Haslegrave - Company Secretary & General Counsel.

Electrocomponents plc LEI: 549300KVXDURRKVWR37

For further information please contact:

Electrocomponents Lindsley Ruth, Chief Executive Officer David Egan, Chief Financial Officer Lucy Sharma, VP Investor Relations	[phone]
PrimaryBid James Deal Fahim Chowdhury	[phone]

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the Company.

Electrocomponents plc is a public limited company incorporated under the laws of England and Wales with registered number 00647788 and registered office at Fifth Floor, Two Pancras Square, London, United Kingdom, N1C 4AG.

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

All offers of the Retail Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the Prospectus Regulation) from the requirement to produce a prospectus.

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 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. No public offering of the Retail Shares is being made in any such jurisdiction.

The Retail Shares have not been and will not be registered under the Securities 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 Retail Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

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 constitute a recommendation concerning any subscriber's investment decision with respect to the Retail Offer. The price of shares and any income expected from them may go down as well as up and subscribers 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 subscriber or prospective Subscriber should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The Retail Shares to be issued or sold pursuant to the Retail 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 (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.

 

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