RESULTS OF PLACING

RNS Number : 8533W

Workspace Group PLC

12 November 2014

 



THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS 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 STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Workspace Group PLC ("Workspace" or the "Company")

RESULTS OF PLACING

12 November 2014

Workspace, one of the leading providers of space in London to new and growing companies, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 14,627,492 new ordinary shares of 100 pence each in Workspace (the "Placing Shares") have been placed by Liberum Capital Limited ("Liberum") and Merrill Lynch International ("BofA Merrill Lynch") at a price of 660 pence per Placing Share, raising gross proceeds of approximately £96.5 million. The Placing Shares being issued represent approximately 9.99 per cent. of Workspace's issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 100 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.

Certain funds in which Mr S N Roditi or connected parties have a voting or beneficial interest, amounting to 39,253,258 shares or 26.81 per cent of the Company's outstanding share capital, together constitute a related party under the Listing Rules. These funds have committed to subscribe for 3,920,000 Placing Shares for a total consideration of £25.87 million. Certain funds managed by BlackRock Inc. or its affiliates ("BlackRock"), which has controlled more than 10 per cent of the Company's outstanding share capital within the last twelve months, though its holding is currently below the 10 per cent threshold, have committed to subscribe for 835,670 Placing Shares for a total consideration of £5.52 million.

These constitute smaller related party transactions under Listing Rule 11.1.10R. Liberum and BofA Merrill Lynch, in accordance with Listing Rule 11.1.10R 2(b), have jointly confirmed that the terms of the proposed Placing with such parties are fair and reasonable as far as the shareholders of the Company are concerned.

Application will be made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8:00a.m. on 14 November 2014 and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

Jamie Hopkins, Chief Executive Officer of Workspace, commented:

"We are delighted to have received the strong support of investors and successfully completed this placing. The proceeds will enable us to move quickly in extending our refurbishment pipeline and to take advantage of acquisition opportunities, both of which will support our continued delivery of long term value for shareholders."

Liberum and BofA Merrill Lynch acted as joint bookrunners and joint sponsors in respect of the Placing.

-ends-

For further information, please contact:

Workspace Group PLC                                                                           020 7138 3300

Jamie Hopkins, Chief Executive Officer

Graham Clemett, Chief Financial Officer

Liberum Capital Limited                                                                          020 3100 2000

Peter Tracey

Richard Crawley

Jamie Richards

Christopher Britton

BofA Merrill Lynch                                                                                  020 7174 4000

Matthew Blawat

Rajan Somchand

Ed Peel

Bell Pottinger                                                                                         020 3772 2582

Victoria Geoghegan

Nick Lambert

Elizabeth Snow

IMPORTANT INFORMATION

This announcement including its Appendix (together, the 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 state or 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.  The Placing Shares have not been and will not be registered under the United States 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, within 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.

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 Liberum or BofA Merrill Lynch, 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.

BofA Merrill Lynch is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority, and Liberum is authorised and regulated by the Financial Conduct Authority in the United Kingdom.  Each of BofA Merrill Lynch and Liberum are acting solely for the Company and no one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective 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 BofA Merrill Lynch and/or Liberum by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither BofA Merrill Lynch nor Liberum nor any of their respective 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 BofA Merrill Lynch and/or Liberum or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing.  BofA Merrill Lynch and/or Liberum and each of their respective affiliates accordingly disclaim all and any liability, 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 BofA Merrill Lynch and/or Liberum or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

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, BofA Merrill Lynch and/or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company, BofA Merrill Lynch or Liberum 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, including statements relating to the Company's expected enhancement of rental income and values, and acquisition opportunities in core London locations.  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, including those risks set forth in the Company's interim announcement, 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.  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.

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.

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.

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.

Note to Investors that are US Taxpayers

The Company believes that there is a substantial risk that it is a "passive foreign investment company" ("PFIC") within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for US federal income tax purposes.  The determination of PFIC status for any year is very fact-specific.  Special US federal income tax rules apply to US persons owning stock of a PFIC and adverse tax consequences may apply.  Investors subject to a US tax should seek their own tax advice accordingly.

 

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