Result of Placing

RNS Number : 7781H

Autins Group PLC

02 August 2019

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN AUTINS GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF AUTINS GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

Autins Group plc

("Autins", the "Company" or the "Group")

Result of Placing

Autins Group plc (AIM: AUTG), a leading designer, manufacturer and supplier of acoustic and thermal insulation solutions for the automotive sector, further to the announcement made earlier today, is pleased to confirm that it has raised net proceeds of c. £3.5 million through a Placing of 17,500,000 new ordinary shares with certain existing and new institutional investors at a Placing Price of 20 pence per share. The Placing has now closed. The Placing Price represents a 29.8 per cent. discount to the Closing Price of 28.5 pence on 1 August 2019, the Business Day before the announcement of the Placing.

The new Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the new Ordinary Shares.

Gareth Kaminski-Cook, CEO of Autins, commented

"We are delighted to close this Placing to help fund automation of various Company processes, to accelerate the Company's development in certain market segments and to provide for general working capital purposes.  We thank our existing shareholders for their support and welcome new shareholders to the Group in supporting our efforts to accelerate our strategy in enhancing our capabilities and boosting key market segment growth.

We are excited by this Placing, the opportunities this grants us and remain confident in our outlook and prospects."

Directors participation in the Placing

Certain of the Directors have agreed to subscribe for Placing Shares at the Placing Price. The number of Placing Shares subscribed for by each of these Directors pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:

Director	Number of Existing Ordinary Shares	Number of Placing Shares subscribed for in the Placing	Number of Ordinary Shares held on Admission	Percentage of Enlarged Share Capital on Admission*
Adam Attwood(1)	525,000	75,000	600,000	1.78%
Neil Macdonald	-	125,000	125,000	0.32%
Gareth Kaminski-Cook	30,228	150,000	180,228	0.46%
James Larner	-	25,000	25,000	0.06%

(1)   Partly held through Moneta Plus Limited

Related Party Transactions

The Directors' aggregate participation in the Placing, as set out above, constitutes a related party transaction pursuant to Rule 13 and Rule 16 of the AIM Rules.

Schroder Investment Management ("Schroder"), Miton Asset Management ("Miton") and Cavendish Asset Management ("Cavendish"), are each a substantial shareholder in the Company and are therefore considered to be related parties pursuant to Rule 13 of the AIM Rules. Schroder, Miton and Cavendish are subscribing for 3,465,000, 2,000,000 and 2,181,835 Placing Shares, respectively, in the Placing at the Placing Price. Following Admission, Schroder, Miton and Cavendish are anticipated to be interested in 19.78 per cent., 15.59 per cent. and 11.24 per cent., respectively, of the Enlarged Share Capital. These respective subscriptions each constitute related party transactions for the purposes of the AIM Rules.

Ian Griffiths, being the only Director not participating in the Placing, having consulted with N+1 Singer, the Company's nominated adviser, considers that the respective participations in the Placing by each of the Directors and Schroder, Miton and Cavendish is fair and reasonable in so far as the Shareholders are concerned.

General Meeting

In accordance with the Company's articles of association, shareholder approval is required for the Directors to issue the Placing Shares. The General Meeting is expected to be held for the purpose of passing the Resolutions, including to authorise the proposed Placing. It is currently anticipated that the General Meeting will be held on or around 21 August 2019. The Circular, containing notice convening the General Meeting, is expected to be despatched to the Shareholders on or about the 5 August 2019, outlining terms of the Fundraising, the Resolutions and recommending all Shareholders to vote in favour of all the Resolutions.

Admission and dealings

Application will be made to the London Stock Exchange for the 17,500,000 Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence in on 22 August 2019 at 8.00 a.m. (or such later date as N+1 Singer and the Company may agree, being not later than 8.00 a.m. on 11 September 2019). The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the placing agreement between the Company and N+1 Singer not being terminated in accordance with its terms prior to Admission.

Total Voting Rights

Following Admission, the Company will have 39,600,984 Ordinary Shares in issue.

Therefore, following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information please contact:

Autins Group plc Adam Attwood, Non-Executive Chairman Gareth Kaminski-Cook, Chief Executive James Larner, Chief Financial Officer	Via Newgate
N+1 Singer (Nominated Adviser and Broker) Mark Taylor / Lauren Kettle (Corporate Finance) Mia Gardner (Corporate Broking)	Tel: [phone]
Newgate Communications (Financial PR) Adam Lloyd Tom Carnegie	Tel: [phone]

Definitions

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 2 August 2019 to announce the launch of the Placing.

Important Notice

N+1 Singer is acting as nominated adviser and broker and as agent for and on behalf of the Company for the Placing. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

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 N+1 Singer or by any of its 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 therefor is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on the AIM market of 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. 

This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Notice to distributors

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 "manufacturer" (for the purposes of the MiFID II 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 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 Placing Shares may decline and investors could lose all or part of their investment; 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.

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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Basis on which information is presented

In this document, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this document are, unless otherwise stated, references to London time.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Adam Attwood
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Autins Group plc
b)	LEI	2138006WN9R3JYOANR87
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 2 pence each GB00BD37ZH08
b)	Nature of the transaction	Purchase of ordinary shares
c)	Price(s) and volume(s)	Price	Volume
		20p	75,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	2 August 2019
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Neil Macdonald
2	Reason for the notification
a)	Position/status	Non-executive Director
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Autins Group plc
b)	LEI	2138006WN9R3JYOANR87
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 2 pence each GB00BD37ZH08
b)	Nature of the transaction	Purchase of ordinary shares
c)	Price(s) and volume(s)	Price	Volume
		20p	125,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	2 August 2019
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Kaminski-Cook
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Autins Group plc
b)	LEI	2138006WN9R3JYOANR87
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 2 pence each GB00BD37ZH08
b)	Nature of the transaction	Purchase of ordinary shares
c)	Price(s) and volume(s)	Price	Volume
		20p	180,228
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	2 August 2019
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	James Larner
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Autins Group plc
b)	LEI	2138006WN9R3JYOANR87
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 2 pence each GB00BD37ZH08
b)	Nature of the transaction	Purchase of ordinary shares
c)	Price(s) and volume(s)	Price	Volume
		20p	25,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	2 August 2019
f)	Place of the transaction	Off market transaction

 

END

 

 

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