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PureCircle Limited (PURE)

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Wednesday 15 May, 2019

PureCircle Limited

Result of Placing

RNS Number : 0407Z
PureCircle Limited
15 May 2019
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (AS DEFINED HEREIN), AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU). UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

PureCircle Limited

("PureCircle" or the "Company")

RESULT OF PLACING

 

15 May 2019

Result of Placing

PureCircle (LSE: PURE), a world leading producer and innovator of stevia sweeteners is pleased to announce the completion of the Placing announced on 14 May 2019.

The Placing (including the Subscription) has raised gross proceeds of £26.6 million (c. US$35 million) (before expenses) through the placing of 9,500,000 new ordinary shares of USD 0.10 each in the Company ("Placing Shares") at £2.80 per share. The Placing Shares represent approximately 5.4 per cent. of the Company's existing issued ordinary share capital.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of USD 0.10 in the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Numis Securities Limited acted as sole bookrunner in respect of the Placing.

Admission

Applications have been made for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc. It is expected that Admission will take place at 8.00 a.m. on 17 May 2019 at which time dealings in the Placing Shares will commence. The Placing (including the Subscription) is conditional upon, inter alia, Admission becoming effective and upon the Placing Agreement between the Company and Numis becoming unconditional and not being terminated.

Total voting rights

Following Admission, the Company will have 184,355,951 ordinary shares in issue. No ordinary shares are held in treasury.

The total number of voting rights in the Company is therefore 184,355,951. This figure may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules as incorporated by reference into the Company's Bye-laws.

Director participation

The Company also announces that certain of its directors have participated in the Placing (through the Subscription):

Name

Number of Ordinary Shares held prior to the Placing

Number of new Ordinary Shares acquired

Number of Ordinary Shares held following the Placing

Resulting holding as a % of enlarged issued share capital

Rosemarie S. Andolino

-

4,118

4,118

0.002

John Gibney

20,000

8,236

28,236

0.02

John Slosar

1,671,202

200,000

1,871,202

1.01

Magomet Malsagov

15,249,602

54,911

15,304,513

8.30

Rakesh Sinha

87,600

8,236

95,836

0.05

 

Unless the context otherwise requires, the definitions used in the Company's announcement released on 14 May 2019, have the same meanings where used in this announcement.

 

For further information, please contact:

 

PureCircle Limited

+1 630 827 1515

Rakesh Sinha, Chief Financial Officer

+60 1232 60005



Numis

+ 44 (0) 20 7260 1000

Luke Bordewich


Oliver Cox


 



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

Rosemarie S. Andolino

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

PureCircle Limited

b)

LEI

213800K2PU757HGDAW11

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 USD 0.10 each

 

ISIN: BMG7300G1096

b)

Nature of the transaction

Subscription for new ordinary shares

c)

Price(s) and volume(s)

Price

Volume

£2.80

 

4,118

d)

Aggregated information
- Aggregated volume
- Price

Aggregated volume: 4,118

Price: £2.80

e)

Date of the transaction

14 May 2019

f)

Place of the transaction

London Stock Exchange

 

 

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

John Gibney

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

PureCircle Limited

b)

LEI

213800K2PU757HGDAW11

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 USD 0.10 each

 

ISIN: BMG7300G1096

b)

Nature of the transaction

Subscription for new ordinary shares

c)

Price(s) and volume(s)

Price

Volume

£2.80

 

8,236

d)

Aggregated information
- Aggregated volume
- Price

Aggregated volume: 8,236

Price: £2.80

e)

Date of the transaction

14 May2019

f)

Place of the transaction

London Stock Exchange

 

 

 

 

 

 

 

 

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

John Slosar

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

PureCircle Limited

b)

LEI

213800K2PU757HGDAW11

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 USD 0.10 each

 

ISIN: BMG7300G1096

b)

Nature of the transaction

Subscription for new ordinary shares

c)

Price(s) and volume(s)

Price

Volume

£2.80

 

200,000

d)

Aggregated information
- Aggregated volume
- Price

Aggregated volume:200,000

Price: £2.80

e)

Date of the transaction

14 May 2019

f)

Place of the transaction

London Stock Exchange

 

 

 

 

 

 

 

 

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Liya Shishkhanova

2

Reason for the notification

a)

Position/status

Spouse of CEO

b)

Initial notification/Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

PureCircle Limited

b)

LEI

213800K2PU757HGDAW11

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 USD 0.10 each

 

ISIN: BMG7300G1096

b)

Nature of the transaction

Subscription for new ordinary shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£2.80

 

54,911

d)

Aggregated information
- Aggregated volume
- Price

Aggregated volume: 54,911

Price: £2.80

e)

Date of the transaction

14 May 2019

f)

Place of the transaction

London Stock Exchange

 

 

 

 

 

 

 

 

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Rakesh Sinha

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

PureCircle Limited

b)

LEI

213800K2PU757HGDAW11

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 USD 0.10 each

 

ISIN: BMG7300G1096

b)

Nature of the transaction

Subscription for new ordinary shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£2.80

 

8,236

d)

Aggregated information
- Aggregated volume
- Price

Aggregated volume: 8,236

Price: £2.80

e)

Date of the transaction

14 May 2019

f)

Place of the transaction

London Stock Exchange

 

 

 

 

 

 

 

 

 

 

 



IMPORTANT NOTICE

 

This announcement (the "Announcement") and the information contained in it is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Hong Kong, Singapore, Japan or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful. 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. 

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into 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 Company does not intend to register the Placing Shares in the United States or to conduct a public offering of securities in the United States. 

The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Québec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and Numis that such person (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Japan or 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, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa.

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 Directive (as defined below)) to be published.

No action has been taken by the Company or Numis, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No public offering of the Placing Shares is being made in the United States, United Kingdom, Australia, Canada or elsewhere.  All offers of the Placing Shares will be made pursuant to an exemption under the EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") from the requirement to produce a prospectus.  This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

Any investment or investment activity to which this announcement relates is available only to, and will only be engaged with: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of  the Prospectus Directive ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting exclusively for the Company and no one else in connection with the Placing and it will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company.  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 Numis (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of its respective affiliates or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of 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 Numis or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.  Numis and each of its respective affiliates and each of its Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Numis or any of its respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company and/or Numis 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 jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.

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.  These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the beliefs of the Company's directors and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.  Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.  The information contained in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company or Numis or any of their respective affiliates or any of their respective Representatives assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this Announcement.  Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.  No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised.  Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

The Placing Shares 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.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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