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Results of placing






RNS Number : 6969O
Polypipe Group PLC
11 February 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

11 February 2021

 

Polypipe Group plc

(“Polypipe” or the “Company“)

 

Results of placing

 

Polypipe announces the completion of the non-pre-emptive underwritten placing of new ordinary shares in the capital of the Company announced yesterday (the “Placing”).

 

A total of 18,704,085 new ordinary shares (“Ordinary Shares”) in the capital of the Company (the “Placing Shares”) have been placed by Deutsche Bank AG, London Branch (“Deutsche Bank”) and Numis Securities Limited (“Numis”), acting as joint bookrunners, raising gross proceeds of approximately £96.3 million. The Placing Shares have been issued at a price of 515 pence per Placing Share (the “Placing Price”). The Placing Shares being issued represent, in aggregate, approximately 8.2 per cent. of Polypipe’s issued ordinary share capital prior to the Placing.

The Placing Price of 515 pence represents a 0.2% per cent. premium to the closing mid-market share price of 514 pence on 10 February 2021.

Polypipe consulted with a significant number of its major shareholders prior to the Placing in order to adhere to the principles of pre-emption through the allocation process. The Company is pleased by the strong support it has received from its existing shareholders and new investors.

Applications have been made to the Financial Conduct Authority (the “FCA”) and the London Stock Exchange plc (the “London Stock Exchange”) for the admission of 18,704,085 Placing Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together, “Admission”). Admission is expected to take place at 8:00 a.m. (London time) on 15 February 2021. The Placing is conditional, inter alia, upon Admission becoming effective and the placing agreement between the Company, Deutsche Bank and Numis not being terminated in accordance with its terms.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of £0.001 each in the capital of the Company, including, without limitation, the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing Shares.

 

Total voting rights

The Company’s enlarged issued share capital immediately following Admission will comprise 247,170,247 ordinary shares. The Company currently holds 965 shares in treasury, which do not carry voting rights, and therefore, following Admission, the total number of voting rights in the Company will be 247,169,282. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.

Director participation in the Placing

Certain directors of the Company and their Persons Closely Associated (“PCA”) have agreed to acquire Placing Shares in the Placing in the amount opposite his/her name in the table below:

Name

Role

Number of Placing Shares

% holding post-placing

Ronald Marsh

Chairman

25,273

0.14%

Martin Payne

Chief Executive Officer

17,995

0.10%

Paul James

Chief Financial Officer

1,941

0.01%

Lisa Scenna

Non-Executive Director

4,854

0.01%

Kevin Boyd

Non-Executive Director

5,825

0.00%

 

Smaller related party transaction

Standard Life Aberdeen is a substantial shareholder in the Company for the purposes of the Listing Rules as a result of being entitled to exercise, or to control the exercise of, over 10 per cent. of the votes able to be cast at general meetings of the Company. It is therefore considered to be a related party for the purposes of Chapter 11 of the Listing Rules. Standard Life Aberdeen has agreed to acquire 2,550,000 Placing Shares in the Placing, amounting to a total subscription of approximately £13.1 million under, and on the terms and conditions, of the Placing. Under Listing Rule 11.1.10R, the participation in the Placing by Standard Life Aberdeen constitutes a “smaller” related party transaction and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

Capitalised terms used but not defined in this announcement (“Announcement”) have the same meanings as set out in the Proposed Placing of New Ordinary Shares announcement (RNS number: 6801O) released yesterday, unless the context provides otherwise.

 

Enquiries:

 

Polypipe

Martin Payne, Chief Executive Officer
Paul James, Chief Financial Officer

+44 (0) 1709 770 000

Deutsche Bank (Joint Global Coordinator and Joint Corporate Broker)

Charles Wilkinson
Anna Mills
Mark Hankinson

 

+44 (0) 20 754 58000

Numis Securities (Joint Global Coordinator and Joint Corporate Broker)

Heraclis Economides
Richard Thomas
Ben Stoop

 

+44 (0) 20 7260 1000

Moelis & Company (Financial Adviser to the Company on the Acquisition and Placing)

Mark Aedy
Liam Beere
Andrew Welby

 

+44 (0) 20 7634 3500

Brunswick

Nina Coad
Charles Pretzlik
Sophia Lazarus

+44 (0) 20 7404 5959

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement.

IMPORTANT NOTICES

No action has been taken by the Company, Deutsche Bank or Numis or any of its or their respective Affiliates, or any of its or their respective agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal Act) 2018 (“UK Prospectus Regulation”)).  Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area (“EEA”), this Announcement is directed only at and may only be communicated to persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“qualified investors”). In the United Kingdom, this Announcement is directed only at qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having 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 (the “order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the order; or (iii) persons to whom it may otherwise lawfully be communicated (together, “relevant persons”). Any investment or investment activity to which this Announcement relates is only available to and will only be engaged with in the member states of the EEA by qualified investors and in the United Kingdom by relevant persons. This Announcement must not be acted on or relied on by persons in member states of the EEA who are not qualified investors or by persons in the United Kingdom who are not relevant persons.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The securities referred to herein 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 or sold, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.  The Placing Shares are being offered and sold (a) outside the United States in “offshore transactions” as defined in, and pursuant to, Regulation S under the Securities Act (“Regulation S”) or (b) in the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) (“QIBs”) in transactions not involving any “public offering” within the meaning of Section 4(a)(2) of the Securities Act and/or pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. A Placee (as defined below) and any the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, (i) outside the United States and subscribing for the Placing Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB and (b) subscribing for the Placing Shares pursuant to an exemption from the registration requirements under the Securities Act.  No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement and does not meet the criteria above, will not be accepted.

A prospectus has not been and will not be filed with any securities regulator in Canada in connection with the sale of the Placing Shares and the Placing Shares may not be offered or sold within Canada except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of Canadian securities laws.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan.  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, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

Certain statements contained in this Announcement constitute “forward-looking statements” with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes'”, “expects”, “aims”, “intends”, “anticipates”, “estimates”, “projects”, “will”, “may”, “would”, “could” or “should”, or words or terms of similar substance or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company’s operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. 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, 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, you are cautioned not to place undue 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 forward-looking statements contained in this Announcement speak only as of the date of this Announcement.  The Company, its Directors, Deutsche Bank and Numis each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, UK MAR, EU MAR, the DTRs, the rules of the London Stock Exchange or the Financial Conduct Authority (“FCA”).

Deutsche Bank, which is authorised and regulated by the European Central Bank and by BaFin, the German Federal Financial Supervisory Authority, and, with respect to activities undertaken in the United Kingdom, is authorised by the Prudential Regulation Authority (“PRA”) with deemed variation of permission, and is subject to regulation in the United Kingdom by the FCA and limited regulation by the PRA and Numis and Moelis & Company UK LLP (“Moelis & Company”), each of which is authorised and regulated by the FCA, are each acting solely for the Company and no one else in connection with the Placing, the Acquisition, the content of this Announcement and other matters described in this Announcement.  Deutsche Bank, Numis and Moelis & Company will not regard any other person as their respective clients in relation to the Placing, the Acquisition the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the Acquisition, the content of this Announcement or any other matters referred to in this Announcement.

This Announcement has been 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 Deutsche Bank, Numis, Moelis & Company or by any of its or their respective Affiliates or any of its or their respective directors, officers, employees, agents or advisers as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor’s options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no 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.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Banks and any of their respective Affiliates may take up a portion of the shares of the Company in the Placing as a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates acting in such capacity. In addition, either of the Banks or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such Banks or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Banks, or any of their respective Affiliates, intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Rules”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ‘manufacturer’ (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the “UK target market assessment”). Notwithstanding the UK 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 UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

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 such 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks 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.

 

 

 

 

 

 

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