£7.0 million Raised Through P

RNS Number : 1541Y

Sutton Harbour Holdings PLC

28 August 2009

 

 28 August 2009

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.  

Sutton Harbour Holdings plc

('Sutton Harbour' or the 'Company')

£7.0 million raised through Placing

Sutton Harbour (AIM: SUH), the regeneration, infrastructure and transport specialist group, announces that the Company has today raised £7,046,000.28 (before expenses) by way of a placing by Arden Partners plc ('Arden Partners') of 12,361,404 new ordinary shares of 25p each ('Ordinary Shares') in the capital of the Company (the 'Placing Shares') with institutional and other investors at a price of 57 pence per share (the 'Placing Price') (the 'Placing'). The Placing is being underwritten by Arden Partners (other than in respect of the Placing Shares placed with the related parties as described below). The Placing Price is at a discount of 7.3 per cent. to the closing middle market price of 61.5 pence of an Ordinary Share (as derived from the daily Official List of the London Stock Exchange) on 27 August 2009, the latest date prior to this announcement.  

The Placing, which is being structured as a cashbox placing, is conditional, amongst other things, on admission of the Placing Shares to trading on AIM ('Admission'). It is expected that Admission will occur, and dealings in the Placing Shares will begin, at 8.00 a.m. on 4 September 2009.  

The Placing Shares represent approximately 24.4 per cent. of the existing issued ordinary share capital of Sutton Harbour. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive any dividends and other distributions declared after Admission.  

Mr D. McCauley/Rotolok (Holdings) Limited ('Rotolok') is classified as a related party of the Company for the purposes of the AIM Rules for Companies (the 'AIM Rules'), being a holder of 29.93% of the existing issued ordinary share capital of Sutton Harbour.  Mr McCauley is a principal of Rotolok (Holdings) Limited. Accordingly, the issue of 877,193 Placing Shares to Rotolok pursuant to the Placing, representing 7.1 per cent. of the total Placing Shares to be issued and 1.4 per cent. of the enlarged issued ordinary share capital of the Company on Admission, will be classified as a related party transaction for the purpose of Rule 13 of the AIM Rules.  The directors of the Company (the 'Directors'), having consulted with Evolution Securities Limited ('Evolution Securities'), the Company's nominated adviser, consider that the terms of the subscription by Rotolok for Placing Shares are fair and reasonable insofar as the Company's shareholders are concerned. Following the Placing, Rotolok will hold 16,018,625 Ordinary Shares representing 25.45 per cent. of the enlarged issued ordinary share capital of the Company.

In providing advice to the Directors, Evolution Securities has taken into account the Directors' commercial assessments.

Commenting on the Placing, Mr. Michael Knight, Chairman, said:

'We are delighted with the support from our existing major investor and new institutional investors. The proceeds from the Placing will be used for further investment in good quality property assets and our regeneration pipeline to help build shareholder value'

For further information please contact:

Sutton Harbour Holdings plc  

Michael Knight / Nigel Godefroy              Tel: [phone]

Arden Partners plc (Broker) 

Richard Day / Matthew Armitt                Tel: [phone]     

Evolution (NOMAD)

Tim Worlledge                                        Tel: [phone]

Winningtons Financial

Paul Vann / Tom Cooper                         Tel: [phone]

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to subscribe for or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction including in which such an offer or solicitation is unlawful and is not for distribution in or into, without limitation, the United Kingdom, the United States, Canada, Australia or Japan (the 'Excluded Territories'), or to US persons (within the meaning of Regulation S of the United States Securities Act 1933 (as amended) (the 'Securities Act').  

The Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any Excluded Territory and, unless an exemption under such act or laws is available may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this announcement in other jurisdictions may be restricted by law and therefore 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 such jurisdictions.   

Arden Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sutton Harbour and for no one else in connection with the Placing and will not be responsible to anyone other than Sutton Harbour for providing the protections afforded to clients of Arden Partners nor for providing advice in relation to the Placing or any other matters referred to in this announcement.  

Evolution Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sutton Harbour and for no one else in connection with this announcement and will not be responsible to anyone other than Sutton Harbour for providing the protections afforded to clients of Evolution Securities nor for providing advice in relation to this announcement or any other matters referred to in this announcement.

The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.  

This announcement contains certain statements that are or may be 'forward-looking statements'. These statements typically contain words such as 'intends', 'expects', 'anticipates', 'estimates' and words of similar import. All the statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Sutton Harbour's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Sutton Harbour's products and services) are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of Sutton Harbour or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Sutton Harbour's present and future business strategies and the environment in which Sutton Harbour will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither Sutton Harbour, Evolution Securities nor Arden Partners nor any other person undertakes any obligation (other than, in the case of Sutton Harbour, pursuant to the AIM Rules) to update publicly any of the information contained in this announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.

 

END

 

 

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