Results of Placing

RNS Number : 5926H

SSP Group PLC

25 March 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR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

LEI:213800QGNIWTXFMENJ24

For immediate release

25 March 2020

SSP Group plc

Results of Placing

SSP Group plc ("SSP" or the "Company") announces the successful completion of the non pre-emptive placing of ordinary shares in the capital of the Company announced earlier today (the "Placing").

A total of 86,195,459 new ordinary shares in the capital of the Company (the "Placing Shares") have been placed by Barclays Bank PLC, acting through its investment bank ("Barclays"), J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), Goldman Sachs International ("Goldman Sachs") and HSBC Bank plc ("HSBC" together with Barclays, J.P. Morgan Cazenove and Goldman Sachs, the "Joint Global Co-ordinators") at a price of 250 pence per Placing Share (the "Placing Price").   Concurrently with the Placing, certain directors and members of the senior management team of the Company will subscribe (the "Subscription") for an aggregate of 304,000 new ordinary shares in the capital of the Company (the "Subscription Shares"), at the Placing Price, pursuant to subscription letters entered into with the Company.

Together, the Placing and Subscription of 86,499,459 new ordinary shares raised gross proceeds of approximately £216 million. The Placing Price of 250 pence represents a premium of 6.2 per cent to the closing share price of 235.5 pence on 24 March 2020 and a discount of 7.7 per cent to the middle market price at the time at which the Company and the Joint Global Co-ordinators agreed the Placing Price. The Placing Shares and the Subscription Shares being issued together represent approximately 19.3 per cent of the existing issued ordinary share capital of SSP prior to the Placing and Subscription.

Applications have been made to the Financial Conduct Authority (the "FCA") and the London Stock Exchange plc (the "LSE") respectively for the admission of the Placing Shares and the Subscription Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 27 March 2020. The Placing and the Subscription are each conditional upon, amongst other things, Admission becoming effective and upon the placing agreement not being terminated in accordance with its terms.

The Placing Shares and the Subscription Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of 1 ^17/200 pence in the capital of SSP, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue other than the final dividend of 6.0 pence per ordinary share for the year ended 30 September 2019 approved by shareholders on 26 February 2020 which is payable to holders whose names appeared on the Company's register of members at 6.00pm on 6 March 2020 .

Following Admission, the total number of shares in issue in SSP will be 534,119,543. SSP currently holds 263,499 ordinary shares as treasury shares which do not carry voting rights, and, therefore, following Admission, the total number of voting shares in SSP in issue will be 533,856,044.

 Director participation and related party transactions

The Company has today been notified that the following substantial shareholders of the Company, all of whom are related parties for the purposes of Chapter 11 of the Listing Rules of the FCA (the "Listing Rules") have agreed to participate in the Placing as follows:

Related Party	Number of Placing Shares to be subscribed	Holding of Ordinary Shares on Admission	Percentage of enlarged issued share capital on Admission (%) (1)
BlackRock, Inc. (2)	21,000,000	67,547,314	12.65%
Merian Global Investors Ltd (UK)	7,700,000	43,249,940	8.10%

(1)  Assuming 86,499,459 n ew ordinary shares are issued pursuant to the Placing and Subscription.

(2)  Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock, Inc.

The participation by BlackRock, Inc. and Merian Global Investors Ltd (UK) in the Placing constitute smaller related party transactions for the purposes of Listing Rule 11.1.10R.

In addition, certain directors of the Company and other persons discharging managerial responsibilities ("PDMR") and/or persons closely associated ("PCA") with them have agreed to subscribe for in aggregate 304,000 Subscription Shares, at the Placing Price, as follows:

Name	Number of S ubscription Shares to be subscribed
Simon Smith	60,000
Oliver Dörschuck	48,000
Mike Clasper	40,000
Jonathan Davies	20,000
Ian Dyson	16,000
Mark Angela	16,000
Per Utnegaard	8,000
Jeremey Fennell	6,000

CONTACTS

Investor and analyst enquiries

Sarah John, Corporate Affairs Director, SSP Group plc

[phone]; E-mail: [e-mail]

Media enquiries

Peter Ogden / Lisa Kavanagh, Powerscourt

[phone]; E-mail: [e-mail]

NOTES TO EDITORS

About SSP 

SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. With over 50 years of experience, today we have more than 39,000 employees, serving approximately one and a half million customers every day. We have business at approximately 180 airports and 300 rail stations, and operate more than 2,800 units in 35 countries around the world.

SSP operates an extensive portfolio of more than 550 international, national, and local brands. Among these are local heroes such as Brioche Dorée in Paris, LEON in London, and Hung's Delicacies in Hong Kong. Our range also includes proprietary brands created for the travel sector including Upper Crust, Cabin Bar and Ritazza, as well as international names such as M&S, Burger King, Starbucks, Jamie's Deli and YO! Sushi. We also create stunning bespoke concepts such as Five Borough Food Hall in JFK, New York and Norgesglasset Bar in Oslo Airport.

www.foodtravelexperts.com  

IMPORTANT NOTICES

No action has been taken by the Company, Barclays, J.P. Morgan Cazenove, Goldman Sachs, HBSC or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.

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 Barclays, J.P. Morgan Cazenove, Goldman Sachs or HSBC 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.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR JERSEY 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 HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa , Japan or Jersey or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold 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 the securities laws of any state or any other jurisdiction of the United States.  The securities referred to herein are, subject to certain exceptions, being offered and sold only outside the United States in accordance with Regulation S under the Securities Act.  No public offering of securities is being made in the United States.  No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

Members of the public are not eligible to take part in the Placing. In the European Economic Area ("EEA"), this Announcement is directed only at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom, this Announcement is directed only at Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (together, "Relevant Persons"). Any investment activity to which the Announcement relates is only available to and will only be engaged with (i) Relevant Persons in the United Kingdom and; (ii) Qualified Investors in the EEA, and any other persons within the United Kingdom or the EEA who receive the Announcement should not rely on or act upon the Announcement.

Certain statements contained in this Announcement may constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements.  The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement.  The Company, its Directors, Barclays, J.P. Morgan Cazenove, Goldman Sachs and HSBC each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the DTRs, the rules of the London Stock Exchange or the FCA.

Barclays, J.P. Morgan Cazenove, Goldman Sachs and HSBC are each authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority.  Each of Barclays, J.P. Morgan Cazenove, Goldman Sachs and HSBC is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement.  Barclays, J.P. Morgan Cazenove, Goldman Sachs and HSBC will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

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.

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.

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 securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein 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 securities referred to herein may decline and investors could lose all or part of their investment; the securities referred to herein offer no guaranteed income and no capital protection; and an investment in the securities referred to herein 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 Global Co-ordinators 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 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 securities referred to herein . Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.  

 

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