Results of Rights Issue

RNS Number : 2338W

SSP Group PLC

22 April 2021

 

LEI: 213800QGNIWTXFMENJ24

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 WHERE THE EXTENSION OR AVAILABILITY OF THE RIGHTS ISSUE (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND UNDERLYING LEGISLATION AND NOT A PROSPECTUS.  NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.  NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT https://investors.foodtravelexperts.com/investors/rights-issue.aspx.

22 April 2021

SSP Group plc (the "Company")

Results of Rights Issue

The Company today announces that the 12 for 25 Rights Issue of 258,076,764 New Shares at 184 pence per New Share announced on 17 March 2021 closed for acceptances at 11:00 a.m. on 21 April 2021. The Company received valid acceptances in respect of 253,052,376 New Shares, representing 98.05% per cent. of the total number of New Shares to be issued pursuant to the fully underwritten Rights Issue.  

It is expected that the New Shares will commence trading, fully paid, on London Stock Exchange plc's main market for listed securities at 8:00 a.m. on 22 April 2021 and that the New Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 22 April 2021 and that definitive share certificates in respect of New Shares held in certificated form will be despatched by no later than 29 April 2021.

In accordance with their obligations as Joint Global Co‑ordinators, Barclays Bank PLC, Goldman Sachs International, HSBC Bank plc, and J.P. Morgan Securities plc (conducting its UK investment banking activities as J.P. Morgan Cazenove) will use reasonable endeavours to procure, on behalf of the Company, by no later than 5.00 p.m. on 23 April 2021, acquirers for all (or as many as possible) of the remaining 5,024,388 New Shares not validly taken up by Qualifying Shareholders in the Rights Issue (the "Placing"), failing which the Underwriters have agreed to acquire (in their agreed proportions), on a several basis, or may procure that sub‑underwriters acquire, any remaining New Shares. Each of the Underwriters and sub-underwriters and their respective affiliates may participate in the Placing.

The net proceeds (if any) from the Placing (after the deduction of the Rights Issue Price of 184 pence per New Share and the expenses of procuring acquirers including any applicable brokerage commissions and any amounts in respect of value added tax which are not recoverable) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.

A further announcement as to the number of New Shares for which acquirers have been procured will be made in due course.

The defined terms set out in the combined prospectus and circular dated 17 March 2021 (the "Prospectus") apply in this announcement .

For further information, please contact:

Enquiries

SSP Group plc - investor and analyst enquiries Sarah John, Corporate Affairs Director [phone] / [e-mail] Powerscourt - media enquiries Peter Ogden / Lisa Kavanagh [phone]

Contact information for Joint Global Coordinators

Barclays Bank PLC (acting through its investment bank)	Mark Astaire / Jon Bone [phone]
Goldman Sachs International	Nimesh Khiroya / Jimmy Bastock / [phone]
HSBC	Sam McLennan / Joe Weaving / [phone]
J.P. Morgan	Edmund Byers / Nicholas Hall / [phone]

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy, fairness or completeness. The information in this announcement is subject to change.

This announcement is not a prospectus but an advertisement and is for information purposes only. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

A copy of the Prospectus is available (subject to Coronavirus restrictions) from the registered office of the Company and on its website at https://investors.foodtravelexperts.com/investors/rights-issue.aspx provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to shareholders in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law or regulation. 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. The Prospectus provides further details of the Rights Issue.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. None of the securities referred to in this announcement or in the Prospectus have been and will be registered under the US Securities Act of 1933 (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable 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. There will be no public offer of any such securities in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is known to be located in the United States. None of the securities referred to in this announcement or in the Prospectus, nor any other document connected with the matters discussed in this announcement or in the Prospectus has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of such securities or documents or the accuracy or adequacy of this announcement or any other such document. Any representation to the contrary is a criminal offence in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to underwrite, sell, issue, purchase or subscribe for, or any solicitation to underwrite, sell, issue, purchase or subscribe for Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to underwrite, sell, issue, purchase or subscribe for, or any solicitation to underwrite, sell, issue, purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law or regulation, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, neither this announcement nor the Prospectus no r the Provisional Allotment Letters (should be distributed, forwarded to or transmitted in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. 

Notice to all investors

Goldman Sachs International ("Goldman Sachs") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA. Goldman Sachs is acting as Financial Adviser (except in connection with its role as underwriter on the Rights Issue ), Sponsor and Joint Global Co-ordinator to the Company and no other person in connection with this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs nor for providing advice to any person in relation to any matters referred to in this announcement. Each of Barclays Bank PLC, HSBC Bank plc, J.P. Morgan Securities plc (conducting its UK investment banking activities as J.P. Morgan Cazenove), Merrill Lynch International, Mediobanca - Banca di Credito Finanziario S.p.A., Mizuho International plc and MUFG Securities EMEA plc (together, with BNP Paribas, the "Underwriters"), is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom. BNP Paribas is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Resolution. BNP Paribas London branch is authorised by the Prudential Regulation Authority with deemed permissions under the UK Temporary Permissions Regime. BNP Paribas London branch is subject to regulation by the FCA and limited regulation by the PRA. Details of the Temporary Permissions Regime, which allows EEA based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. The Underwriters are acting for the Company and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to in this announcement or in the Prospectus. 

 

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