Results of Placing and Notice of General Meeting

RNS Number : 5664P

Portmeirion Group PLC

10 June 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF PORTMEIRION GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

10 June 2020

Portmeirion Group PLC

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

Results of Placing

PDMR Shareholdings

and

Notice of General Meeting

Portmeirion Group PLC, the designer, manufacturer and worldwide distributor of high quality homewares under the Portmeirion, Spode, Royal Worcester, Pimpernel, Wax Lyrical and Nambé brands, is pleased to announce that following the announcement earlier today, (the "Placing Launch Announcement"), it has received strong demand from new institutional investors and it has successfully placed 2,631,578 Placing Shares at an Issue Price of 380 pence per share raising gross proceeds of £10.0 million under the Placing. The Placing was significantly oversubscribed.

Taking into account the Placing and the Subscription also announced earlier today to raise £0.66 million through the issue of 172,731 Subscription Shares at the Issue Price, the Company has conditionally raised, in aggregate, approximately £10.66 million (before expenses). The Issue Price represents a discount of approximately 1.3% per cent. to the Closing Price on 9 June 2020, being the last practicable date prior to the publication of the Placing Launch Announcement.

As described in the Placing Launch Announcement, the net proceeds of the Placing and the Subscription of approximately £10.1 million together with the proceeds from the Open Offer will be used to accelerate the Group's growth strategy and margin improvement, in particular to:

· accelerate all online channel sales growth and increase next day delivery warehouse capacity ;

· extend the Wax Lyrical line to hand and body products;

· build a more significant presence in Canada and revitalise the Canadian market;

· invest in UK manufacturing efficiencies driving improved operating margins; and

· maintain a strong balance sheet.

The Placing and Subscription Shares represent approximately 25.8% per cent. of the Existing Ordinary Shares of the Company and approximately 20.5% per cent. of the issued share capital of the Company as enlarged by the Placing and Subscription (excluding the impact of the Open Offer).

Unless the context required otherwise, capitalised terms used in this Announcement have the meaning set out in Appendix III to the Placing Launch Announcement.

Subscription and PDMR dealings

As announced earlier today, concurrent with the Placing, certain directors and senior management of the Company and certain other existing Shareholders have subscribed for in aggregate 172,731 Subscription Shares at the Issue Price pursuant to the Subscription to raise £0.66 million for the Company. Further details of the PDMR dealings are set out below. 

	At the date of this Announcement1		On Admission3
Name2	Number of Existing Ordinary Shares	Percentage  of Existing Ordinary Shares	Number of Subscription Shares	Total number of Ordinary Shares held
Mike Raybould (Chief Executive)	-	n/a	2,631	2,631
David Sproston (Group Finance Director)	-	n/a	1,315	1,315
Phil Atherton (Group Sales & Marketing Director)	16,499	0.15%	1,315	17,814
Mick Knapper (Operations Director)	2,511	0.02%	1,315	3,826
Dick Steele (Non-executive Chairman)	27,000	0.25%	3,000	30,000
Angela Luger (Non-executive Director)	-	n/a	3,947	3,947
Robert Findler (PGUK Production Director)	-	n/a	1,315	1,315

¹ As at 9 June 2020 (being the latest practicable date prior to the notification of this Announcement).

² Includes the interests of immediate families and persons closely associated with each PDMR (within the meaning of MAR) (all of which are beneficial unless otherwise stated).

³ Assuming no subscription in the Open Offer or other change in shareholding.

Open Offer

As announced earlier today, the Company is providing Qualifying Shareholders with an opportunity to participate in the Fundraising at the Issue Price, to raise up to a further £2.0 million for the Company. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:

2 Open Offer Shares for every 41 Existing Ordinary Shares held at the Record Date.

Qualifying Shareholders are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) through the Excess Application Facility.

"We are pleased to have received such strong support for the Fundraising to drive our growth strategy and improve our margins. We are grateful for the support of our existing shareholders and new institutional investors, which reflects the strength of the Group's brands, our business model and our prospects. We are also pleased to announce an Open Offer to qualifying shareholders.

We have existing ample committed banking facilities and headroom.  We are in a strong financial position and this successful equity fundraising provides further scope to grow the business and take advantage of emerging opportunities."

Circular, General Meeting and Admission

A Circular, including further details of the Open Offer will be dispatched on or around 11 June 2020 to Qualifying Shareholders and will also be made available on the Company's website following the posting of the Circular. The Circular also contains a Notice of General Meeting which is being convened for 12 noon on 29 June 2020 as the issue of the Placing Shares, the Subscription Shares and the Open Offer Shares are conditional, inter alia, on shareholder approval and on the Admission of the New Ordinary Shares to trading on AIM.

In light of public health advice in response to the COVID-19 outbreak, including to limit travel and public gatherings, the Company encourages all shareholders to submit their Form of Proxy, rather than attend the meeting in person. Unless the restrictions imposed by the UK Government are eased significantly by the time of the meeting, entry to the meeting will be refused to anyone who does try to attend, to ensure compliance with the law. Only the formal business of the Resolutions will be carried out at the meeting and no update will be provided.

The timetable for the Open Offer remains as set out in the Placing Launch Announcement.

It is expected that Admission will become effective and that dealings in the New Ordinary Shares on AIM will commence at 8.00 a.m. on 30 June 2020. The New Ordinary Shares will be issued credited as fully paid and will, on issue, be identical to and rank pari passu in all respects with the Existing Ordinary Shares (other than treasury shares which are non-voting and do not qualify for dividends), including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital following the date of Admission. Upon Admission, assuming full take up of the Open Offer, the Enlarged Share Capital will consist of 14,212,000 Ordinary Shares.

This Announcement contains inside information for the purposes of Article 17 of the Market Abuse Regulation (EU) No.596/2014.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Moira MacDonald, Company Secretary.

For more information, please contact:

Portmeirion Group PLC                                                                              Tel: [phone]

Mike Raybould, Chief Executive    [e-mail]

David Sproston, Group Finance Director         [e-mail]

Hudson Sandler:                                                                                          Tel: [phone]

Dan de Belder                                                                             [e-mail]

Nick Moore                                                                                       [e-mail]

Panmure Gordon:                                                                                      Tel: [phone]

Freddy Crossley / Emma Earl / Joanna Langley           Corporate Finance

James Stearns                                                                                                     Corporate Broking

N+1 Singer:                                                                                                Tel: [phone]

Peter Steel / Ben Farrow / James Fischer       Corporate Finance

Rachel Hayes      Corporate Broking

IMPORTANT NOTICE

This Announcement has been issued by, and is the sole responsibility of, the Company. The distribution of this Announcement or any information contained in it, and the offering or sale of securities in jurisdictions other than the United Kingdom may be restricted by law, and therefore persons coming into possession of this Announcement and/or any related communications should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129) to be published.

Panmure Gordon (UK) Limited, which is a member of the London Stock Exchange, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as nominated adviser and joint broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Fundraising , and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Panmure Gordon (UK) Limited or for advising any other person on any transaction or arrangement referred to in this Announcement. Panmure Gordon's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person. No representation or warranty, express or implied, is made by Panmure Gordon as to, and no liability is accepted by Panmure Gordon in respect of, any of the contents of this Announcement.

Nplus1 Singer Advisory LLP, which is a member of the London Stock Exchange, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to the Company in connection with the Placing. N+1 Singer is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to the customers of Nplus1 Singer Advisory LLP or for advising any other person on the contents of this Announcement or on any transaction or arrangement 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 Panmure Gordon, nor N+1 Singer nor any of their affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Panmure Gordon, N+1 Singer nor any of their affiliates in connection with the Company, the New Ordinary Shares or the Placing, Subscription or Open Offer and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.

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.

This Announcement may not be published, distributed, forwarded or transmitted directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or of any other jurisdiction where to do so would be unlawful. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.

This Announcement and the information contained herein are not an offer of securities for sale in the United States. The New Ordinary Shares described in this Announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, in or into the United States, unless registered under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares are being offered and sold solely outside of the United States in offshore transactions in accordance with Regulation S under the Securities Act ("Regulation S"). There will be no public offering of the New Ordinary Shares in the United States. No representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the New Ordinary Shares.

The Placing Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. Furthermore, the New Ordinary  Shares have not been and will not be registered under the applicable laws of any of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa  or of any other jurisdiction where to do so would be unlawful and, consequently, may not be offered or sold to any national, resident or citizen thereof. The distribution of this Announcement and the placing of the New Ordinary Shares as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken 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 jurisdictions where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the current beliefs and expectations of the directors of the Company and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, global events (such as pandemics), economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this Announcement, whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the AIM Rules, MAR, the rules of the London Stock Exchange or by applicable law. Any information in this Announcement in respect of past performance (including without limitation past performance of the Company, its group, shares in the Company cannot be relied upon as a guide to future performance. The price of shares and the income from them may fluctuate upwards or downwards and cannot be guaranteed.

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.

 

END

 

 

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