Results of Placing and PDMR Shareholdings

RNS Number : 4155Y

Brighton Pier Group PLC (The)

05 December 2017

 

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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

5 December 2017

The Brighton Pier Group Plc

Results of Placing

and

PDMR shareholdings

The Brighton Pier Group plc (AIM: PIER) (the "Company" or, together with its subsidiaries, the "Group") is pleased to announce the successful completion of the Placing announced earlier today (the "Placing Launch Announcement").

A total of 3,157,895 Placing Shares have been conditionally placed by Panmure Gordon and Arden Partners at a price of 95 pence per Placing Share (the "Placing Price") to raise a total of approximately £3.0 million (before expenses).

The Placing Shares represent approximately 8.9 per cent. of the Enlarged Share Capital. The Placing Price represents a discount of 1.6 per cent. to the middle market closing price of an Ordinary Share on 4 December 2017, being the last practicable dealing day prior to the Placing Launch Announcement. The net proceeds of the Placing receivable by the Company are intended be used to part finance the cash consideration of the Acquisition of Paradise Island Adventure Golf.

Completion of the Placing remains subject, inter alia, to Admission of the Placing Shares to trading on AIM becoming effective and the Placing Agreement becoming unconditional in all other respects by 8 December 2017 or such later date (being no later than 22 December 2017) as the Company, Panmure Gordon and Arden Partners may agree. The Placing is not conditional on the Acquisition completing. The Share Purchase Agreement is conditional upon completion of the Placing and the Restated Facility Agreement and Admission of the Consideration Shares to trading on AIM becoming effective.  Completion of the Acquisition is expected to take place on or around 8 December 2017.

The Placing Shares and the Consideration Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital.

Application has been made to the London Stock Exchange for 3,821,053 new Ordinary Shares in aggregate, comprising of 3,157,895 Placing Shares and the 663,158 Consideration Shares, to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the Placing Shares and the Consideration Shares will commence at 8.00 a.m. on 8 December 2017.

PDMR dealings

Certain Directors of the Company have agreed to acquire Placing Shares pursuant to the terms of the Placing Agreement.  The beneficial interests of the participating Directors as a result of the Placing are given below:

Director	Number of Existing Ordinary Shares currently beneficially interested in	Percentage of Existing Ordinary Shares	Number of Placing Shares to be acquired on Admission	Resulting number of Ordinary Shares beneficially interested in on Admission	Percentage of Enlarged Share Capital
Luke Johnson	7,545,455	23.76%	894,737	8,440,192	23.72%
Jim Fallon	422,116	1.33%	50,368	472,484	1.33%
Joe Tager	72,727	0.23%	10,526	83,253	0.23%

Panmure Gordon is acting as Nominated Adviser, Joint Broker and Joint Bookrunner to the Company and Arden Partners is acting as Joint Broker and Joint Bookrunner to the Company in connection with the Placing.

Capitalised terms in this announcement have the same meanings as defined in the Placing Launch Announcement, unless otherwise stated.

The person responsible for arranging the release of this announcement on behalf of the Company is John Smith, a director of the Company.

Enquiries:

The Brighton Pier Group Plc	Tel: [phone]
Luke Johnson, Executive Chairman
Anne Ackord, Chief Executive Officer John Smith, Chief Financial Officer
Panmure Gordon (UK) Limited (Nominated Adviser, Joint Broker and Joint Bookrunner)	Tel: [phone]
Corporate Finance
Andrew Godber / Atholl Tweedie / Edward Phillips
Corporate Broking
Charles Leigh-Pemberton
Arden Partners plc (Joint Broker and Joint Bookrunner)	Tel: [phone]
Corporate Finance
John Llewellyn-Lloyd / Benjamin Cryer
Corporate Broking
Jonathan Keeling

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2.1(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS AND (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) ARE PERSONS WHO FALL WITHIN ARTICLE 48 (CERTIFIED HIGH NET WORTH INDIVIDUALS) OR ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE BRIGHTON PIER GROUP PLC.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

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 JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 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 ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

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 (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

Panmure Gordon is authorised and regulated by the FCA in the United Kingdom and is acting for the Company and no one else in connection with the Placing, and Panmure Gordon 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.

Arden Partners is authorised and regulated by the FCA in the United Kingdom and is acting for the Company and no one else in connection with the Placing and Arden Partners 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 the Joint Bookrunners 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 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.

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.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Luke Johnson Jim Fallon Joe Tager
2	Reason for the notification
a)	Position/status	Executive Chairman Non-Executive Director Non-Executive Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	The Brighton Pier Group plc
b)	LEI	213800ANI1ZZB7UCUW02
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 25 pence each  GB00BG49KW66
b)	Nature of the transaction	Purchase
c)	Price(s) and volume(s)	Price(s) Volume(s) 95 pence 95 pence 95 pence  894,737 50,368 10,526
d)	Aggregated information - Aggregated volume - Price
e)	Date of the transaction	5 December 2017
f)	Place of the transaction	XOFF

The above notifications are made in accordance with the requirements of the EU Market Abuse Regulation.

 

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