Proposed Placing and Open Offer - further details

RNS Number : 2363X

Driver Group plc

17 February 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, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 DRIVER 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 DRIVER GROUP PLC.

This announcement contains inside information

Driver Group Plc

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

Proposed Placing and Open Offer - further details

Further to the announcement this morning of a proposed fundraising of up to £8 million by way of the conditional placing ("Placing"), Driver Group plc (AIM: DRV) announces that 20,000,000 Placing Shares have been conditionally placed with investors at a price of 40 pence per share (the "Issue Price").

Key highlights

·     Proposed placing to raise £8.0 million through the issue of 20,000,000 Placing Shares to existing and new investors, at 40 pence per Placing Share

·     The Placing Price represents a discount of 14.9 per cent. to the Closing Price on 16 February 2017, being the last trading date prior to announcement of the proposed Placing

·     The net proceeds of the Placing will be used to reduce outstanding borrowings, to accelerate the delivery of the next phase of the strategic plan and to enable Driver to capitalise on growth opportunities within its core business

Open offer

The Company also confirms that Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares through an open offer to raise up to approximately £0.5 million, on the basis of 1 open offer share for every 26 shares held, at the Issue Price.

General Meeting

The proposed Placing and Open Offer (together the "Fundraising") is subject to the passing of certain resolutions for which Shareholder approval will be sought at the general meeting of the Company, which is expected to be convened shortly by the posting to Shareholders of a circular containing notice of the meeting.  The circular will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

The expected timetable for the Fundraising is set out below.

Announcement of Fundraising	17 February 2017
Record Date for entitlements under the Open Offer	6.00 p.m. on 17 February 2017
Posting of the Circular, the Form of Proxy and, to Qualifying Non-CREST Shareholders only, the Application Form	20 February 2017
Ex-entitlement date for the Open Offer	20 February 2017
Basic Entitlements and Excess Entitlements credited to stock accounts of Qualifying CREST Shareholders	21 February 2017
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST	4.30 p.m. on 2 March 2017
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST	3.00 p.m. on 3 March 2017
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 6 March 2017
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting  and Open Offer	2.00 p.m. on 7 March 2017
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 8 March 2017
General Meeting	2.00 p.m. on 9 March 2017
Announcement of the results of the General Meeting and Open Offer	9 March 2017
Admission and commencement of dealings in New Ordinary Shares	8.00 a.m. on 10 March 2017
CREST Members' accounts credited in respect of New Ordinary Shares in uncertificated form	10 March 2017
Expected despatch of definitive share certificates for New Ordinary Shares in certificated form	17 March 2017

Related Party Transaction

Funds and accounts under management by direct and indirect investment management subsidiaries of Living Bridge (together "Living Bridge") are participating in the Placing, having conditionally agreed to subscribe for 2,750,000 Placing Shares pursuant to the Placing.  As Living Bridge is a Substantial Shareholder in the Company (as defined by the AIM Rules), its participation in the Placing is a related party transaction for the purposes of the AIM Rules.

As a result of the Placing and following Admission, Living Bridge is expected to hold 7,865,805 Ordinary Shares.

The Directors, having consulted with the Company's Nominated Adviser, N+1 Singer, consider the terms of Living Bridge's participation in the Placing to be fair and reasonable insofar as the Company's shareholders are concerned.

Gordon Wilkinson, Chief Executive Officer, said:

"The board is pleased to announce the proposed terms of the successful fundraising. The fundraising, if approved by Shareholders, will provide the necessary level of refinancing to normalise the capital structure of the business and provides a solid platform on which to effect the remainder of the Board's recovery plan."

Enquiries:
Driver Group plc Gordon Wilkinson, Group Chief Executive Hugh Cawley, CFO	[phone] Email:[e-mail] [phone] Email: [e-mail]
N+1 Singer (Nominated Adviser & Broker) Sandy Fraser James White Alex Laughton-Scott	[phone]

 

END

 

 

MSCDDLFFDLFBBBX