Result of Firm Placing and Clawback Placing

RNS Number : 7237V

Likewise Group PLC

15 December 2021

 

15 December 2021

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN

Defined terms used in this announcement have the meanings given to them in the "Conditional Acquisition of Valley Wholesale Carpets (2004) Limited and Proposed Placing and Open Offer" announcement (RNS Number: 6695V) released around 7:00 a.m. this morning, unless the context provides otherwise.

Likewise Group plc

("Likewise" or the "Company")

Results of the Firm Placing and Clawback Placing

Likewise Group plc (AIM:LIKE), the distributor of residential and commercial flooring to retailers and contractors, is pleased to announce that further to the Company's announcement released earlier today, 15 December 2021 ("Launch Announcement"), the bookbuild has closed and the Company has conditionally raised gross proceeds of £14.0 million, through the successful Firm Placing and the Clawback Placing, at an Issue Price of 35 pence per New Ordinary Share.

Subject to, inter alia, the necessary resolutions being passed at the General Meeting which is to be held on 10 January 2022, in aggregate, 40,000,000 New Ordinary Shares are to be issued pursuant to the Firm Placing, the Clawback Placing and the Open Offer, at an Issue Price of 35 pence per New Ordinary Share, raising gross proceeds of approximately £14.0 million. The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.

The 40,000,000 New Ordinary Shares to be issued pursuant to the Firm Placing, the Clawback Placing and the Open Offer, combined with the 5.0 million Consideration Shares, will result in the issued share capital of the Company increasing to 237,374,194 Ordinary Shares (assuming no other new Ordinary Shares are issued between now and Admission). The New Ordinary Shares will represent approximately 19.0 per cent. of the Enlarged Share Capital of the Company immediately following Admission.

The New Ordinary Shares will rank pari passu in all other respects with the Existing Ordinary Shares.

Firm Placing

Zeus Capital and Ravenscroft, as agents of the Company, have conditionally placed with institutional and other investors 34,285,715 Firm Placing Shares at the Issue Price. The Firm Placing Shares are not subject to clawback and are not part of the Clawback Placing and Open Offer. The Firm Placing Shares will represent approximately 14.4 per cent. of the Enlarged Share Capital of the Company immediately following Admission.

The Directors of the Company have in aggregate subscribed for 800,000 Firm Placing Shares at the Issue Price.

Clawback Placing and Open Offer

Zeus Capital and Ravenscroft, as agents of the Company, have conditionally placed with institutional and other investors the 5,714,285 Clawback Placing Shares at the Issue Price. The placing of the Clawback Placing Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the waiver or satisfaction of the conditions and the Placing and Open Offer Agreement not having been terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placees procured by Zeus Capital and Ravenscroft. The Clawback Placing Shares and the Open Offer Shares will represent approximately 2.4 per cent. of the Enlarged Share Capital of the Company immediately following Admission.

Further details of the Firm Placing, the Clawback Placing and the Open Offer will be contained in the Circular currently anticipated to be sent to Shareholders on or around 17 December 2021.

Related Party Transactions

The Directors' interests as at today and following completion of the Firm Placing, Clawback Placing and Open Offer will be as follows:

Director	Existing beneficial interest in Ordinary Shares		% of Existing Share Capital		Number of Firm Placing Shares to be acquired on Admission		Open Offer Shares to be applied for		Interest in Ordinary Shares after Admission		% of Enlarged Share Capital
Paul Bassi	5,000,000		2.6%		-		-		5,000,000		2.1%
Tony Brewer	29,332,500		15.2%		300,000		-		29,632,500		12.5%
Roy Povey	900,000		0.5%		57,143		-		957,143		0.4%
Andrew Simpson	19,400,000		10.1%		300,000		-		19,700,000		8.3%
Michael Steventon	-		-		142,857		-		142,857		0.1%

Tony Brewer, Roy Povey, Andrew Simpson and Mike Steventon (each of whom is a Director and therefore a related party of the Company for the purposes of the AIM Rules) has conditionally subscribed for an aggregate of 800,000 Firm Placing Shares as set out above. Therefore, the participation of each of these parties in the Firm Placing constitutes a related party transaction under Rule 13 of the AIM Rules.

In the case of the above transaction, Paul Bassi is deemed to be independent. Having consulted with the Company's nominated adviser, Zeus Capital, each of the aforementioned Directors'   participation in the Firm Placing is considered, by the relevant independent Director, to be fair and reasonable insofar as Shareholders are concerned.

General Meeting

Shareholder approval will be sought in respect of the Resolutions at the General Meeting which will be convened for 10.00 a.m. on 10 January 2022 at Unit 4 Radial Park, Solihull Parkway, Birmingham Business Park, Solihull B37 7YN.

The Board notes that as of 13 December 2021, increased restrictions on social contact arising from the COVID-19 pandemic have been put in place by the UK Government. Given the rise in new cases, the public is being urged to exercise caution and the Directors note that an increase in infections is anticipated over the winter months. Although the Company is not currently expecting to be legally restricted in terms of attendance at the General Meeting, the Directors remain committed to protecting the health and well-being of the Company's shareholders and of the general public. Therefore, it is regrettably the opinion of the Directors that due to the increase in the number of COVID-19 cases reported in the UK, shareholders should not physically attend the General Meeting. Accordingly, the Directors strongly urge shareholders to consider whether travelling to and attending the General Meeting would be necessary under the current circumstances. In any event, attendees will be required to wear face coverings and keep a distance between themselves and other attendees.

The situation is constantly evolving, and the UK Government may change current restrictions or implement further measures. The Company will continue to closely monitor the impact of COVID-19, including the latest UK Government guidance and restrictions, and how this may affect the arrangements for the General Meeting. Any changes to the General Meeting arrangements will be communicated through the Company's website and, where appropriate, by RNS announcement.

A further announcement will be made in due course confirming the publication of the circular relating to the Placing and Open Offer which will include the notice of the General Meeting. Shareholders will receive instructions on how to complete proxy forms for voting on the Resolutions to be proposed at the General Meeting and Shareholders will also receive Application Forms in respect of the Open Offer.

Expected timetable of principal events

Record date	13 December 2021
Announcement of the Firm Placing, Clawback Placing and Open Offer	7.00 a.m. on 15 December 2021
Announcement of the closing of the Firm Placing and the Clawback Placing	15 December 2021
Dispatch of circular (including notice of General Meeting and launch of Open Offer)	17 December 2021
Ex-entitlement Date	17 December 2021
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to CREST	20 December 2021
Latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	29 December 2021
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST	30 December 2021
Latest time and date for splitting Application Forms	31 December 2021
Latest time for receipt of completed application forms and payment for the Open Offer	11.00 a.m. on 5 January 2022
Latest time for receipt of proxy forms for the General Meeting	10.00 a.m. on 6 January 2022
Announcement of result of Open Offer	by 7.00 a.m. on 10 January 2022
General Meeting	10.00 a.m. on 10 January 2022
Admission of the New Ordinary Shares	11 January 2022
Acquisition Completion	14 January 2022

For further information, please contact:

Likewise Group plc Tony Brewer, Chief Executive Roy Povey, Chief Financial Officer	Tel: [phone]
Zeus Capital Limited   (Nominated Adviser & Joint Broker) Jordan Warburton / David Foreman / James Edis (Corporate Finance) Dominic King (Corporate Broking)	Tel: [phone]
Ravenscroft Consultancy & Listing Services Limited  (Joint Broker) Semelia Hamon (Corporate Finance)	Tel: [phone]
Novella Communications  (Financial PR) Fergus Young / Tim Robertson	Tel: [phone]

Important information

This Announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of any state or territory of the United States, Australia, New Zealand, Canada, Japan, the Republic of Ireland or the Republic of South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this Announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In particular, the Placing Shares have not been and will not be registered under the US Securities Act, or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There is no intention to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as nominated adviser and joint broker in connection with the Placing and Open Offer and will not be responsible to any other person for providing the protections afforded to customers of Zeus Capital or advising any other person in connection with the Placing and Open Offer. Zeus Capital's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange and not to the Company, the Directors or to any other person in respect of such person's decision to acquire New Ordinary Shares in reliance on any part of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus Capital by the FSMA or the regulatory regime established under it, Zeus Capital does not accept any responsibility whatsoever for the contents of this Announcement, and no representation or warranty, express or implied, is made by Zeus Capital with respect to the accuracy or completeness of this Announcement or any part of it.

Ravenscroft, which is licensed and regulated in Guernsey by the Guernsey Financial Services Commission, is acting as joint broker to the Company in connection with the proposed Placing and Open Offer. Ravenscroft will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to clients of Ravenscroft or for providing advice in relation to the contents of this announcement or any other matter.

 

END

 

 

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