TIDMVLX
RNS Number : 6245D
Volex PLC
22 June 2023
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
DEPENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN VOLEX PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF VOLEX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("MAR").
22 June 2023
Volex plc
("Volex", the "Company", or the "Group")
Results of Fundraising
Volex (AIM: VLX), the specialist integrated manufacturer of
critical power and data transmission products, is pleased to
announce completion of the placing and retail offer announced by
the Company earlier today (the "Placing Announcement").
A total of 21,818,181 new ordinary shares of 25 pence each in
the capital of the Company (the "New Ordinary Shares") have been
allotted pursuant to the Placing and the retail offer via the REX
platform (the "REX Retail Offer") to raise gross proceeds of
approximately GBP60 million (the "Fundraising"). The net proceeds
from the Fundraising will be used to part finance the acquisition
of the entire issued share capital of Murat Ticaret Kablo Sanayi A.
. ("Murat Ticaret").
Certain directors of the Company have participated in the
Fundraising totalling, in aggregate, GBP15 million.
The New Ordinary Shares being issued pursuant to the Fundraising
represent approximately 13.7 per cent. of the existing issued
ordinary share capital of the Company immediately prior to the
Fundraising. The offer price of 275 pence per New Ordinary Share
(the "Offer Price") represents a discount of approximately 3.8 per
cent. to the mid-market closing share price of 286 pence on 21 June
2023.
HSBC Bank Plc ("HSBC") and Peel Hunt LLP ("Peel Hunt") acted as
joint global co-ordinators and joint bookrunners in connection with
the Placing (the "Joint Global Co-ordinators"). HSBC and Peel Hunt
are also joint corporate brokers to the Company (the "Joint
Corporate Brokers").
Nat Rothschild, Executive Chairman of Volex plc, said:
"We are delighted with the very strong levels of investor
support for this transaction, from existing shareholders, and new
institutional investors alike. The significant demand received in
the fundraising is testament to the highly compelling strategic and
financial rationale for the acquisition of Murat Ticaret, which
fits so well within the existing Volex group, and which accelerates
our progress towards our mid-term strategic objectives.
"I would like to thank our existing shareholders for their
continued support, and welcome several new investors to our share
register and look forward to continuing on our exciting growth
journey with them."
Capitalised terms used in this announcement, unless otherwise
defined herein, have the same meaning as ascribed to them in the
Placing Announcement.
Enquiries:
Volex plc +44 (0) 7971 156 431
Nat Rothschild, Executive Chairman Investor.relations@volex.com
Jon Boaden, Chief Financial Officer
HSBC (Joint Global Co-Ordinator and Joint
Corporate Broker) +44 (0) 20 7991 8888
Simon Alexander
Keith Welch
Joe Weaving
Robert Baker
Peel Hunt (Nominated Adviser, Joint Global
Co-Ordinator and Joint Corporate Broker) +44 (0) 20 7418 8900
Investment Banking: Ed Allsopp / Mike Bell
/ Tom Ballard / Ben Harrington
Syndicate: Sohail Akbar / Jock Maxwell Macdonald
P owerscourt (Public Relations)
J ames White
Nicholas Johnson + 44 (0) 7250 1446
Director participation
Certain directors of the Company have subscribed in the Placing,
amounting to proceeds of approximately GBP15 million in aggregate,
as set out in the table below.
Name Number Percentage Number of Number of Percentage
of existing of existing New Ordinary Ordinary Shares of Enlarged
Ordinary issued share Shares on Admission Share Capital
Shares capital on Admission
Nat Rothschild(1) 39,321,176 24.71% 5,391,272 44,712,448 24.71%
------------- -------------- -------------- ----------------- ---------------
Jon Boaden 15,054 0.01% 9,090 24,144 0.01%
------------- -------------- -------------- ----------------- ---------------
Dean Moore 15,000 0.01% 3,636 18,636 0.01%
------------- -------------- -------------- ----------------- ---------------
Sir Peter Westmacott 5,900 0.00% 1,818 7,718 0.00%
------------- -------------- -------------- ----------------- ---------------
Amelia Murillo nil nil 55,272 55,272 0.03%
------------- -------------- -------------- ----------------- ---------------
(1) Nat Rothschild holds shares directly, and via NR Holdings
Limited, of which he is a beneficiary.
Related party transaction
Immediately prior to the Fundraising, Nat Rothschild, Executive
Chairman, held, directly and indirectly, shares in the Company
representing approximately 24.71 per cent. of the Company's issued
share capital, and has subscribed (directly and indirectly) for
5,391,272 New Ordinary Shares in the Placing (the "Chairman's
Participation"). Additionally, Jon Boaden, Dean Moore, Sir Peter
Westmacott, and Amelia Murillo (the "Participating Directors") have
together, in aggregate, subscribed for 69,816 New Ordinary Shares
in the Placing (the "Directors' Participation"). The Chairman's
Participation, and the Directors' Participation when aggregated
with the Chairman's Participation, each constitute a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies.
Jeffrey Jackson, who is not participating in the Placing, and is
therefore considered to be independent for the purposes of this
transaction, having consulted with the Company's nominated adviser,
Peel Hunt, considers that the participation in Placing by Nat
Rothschild and the Participating Directors, is fair and reasonable
insofar as the Company's shareholders are concerned.
Settlement and Total Voting Rights
Application has been made to London Stock Exchange plc for the
New Ordinary Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and that
dealings will commence at 8.00 a.m. on 26 June 2023. The Placing
and the REX Retail Offer are each conditional upon, inter alia,
Admission becoming effective and upon the placing agreement entered
into by the Company and the Joint Global Co-Ordinators (the
"Placing Agreement") not being terminated in accordance with its
terms prior to Admission.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with each other and
with the existing ordinary shares in the capital of Company,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Following the Placing, the Company shall be subject to a lock-up
for a period of 180 days following the date of the Placing
Agreement, subject to waiver by the Joint Global Co-ordinators and
certain customary carve-outs agreed between the Joint Global
Co-ordinators and the Company.
Following Admission, the total number of ordinary shares in
issue in Volex will be 180,925,266. The Company holds no shares in
treasury, therefore, following Admission, the total number of
voting shares will be 180,925,266. 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 to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The below notification made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail:
1. Details of the person discharging managerial
responsibilities / person closely associated
a) Name 1. Nat Rothschild
2. Jon Boaden
3. Dean Moore
4. Sir Peter Westmacott
5. Amelia Murillo
------------------------------- ------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------
a) Position/status 1. Executive Chairman
2. Chief Financial Officer
3. Non-executive Director
4. Non-executive Director
5. Non-executive Director
------------------------------- ------------------------------------
b) Initial notification/amendment Initial notification
------------------------------- ------------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
---------------------------------------------------------------------
a) Name Volex plc
------------------------------- ------------------------------------
b) LEI 213800HBLQNH5FXXGE63
------------------------------- ------------------------------------
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 Ordinary shares of 25 pence each
Financial instrument,
type of instrument
------------------------------- ------------------------------------
Identification code GB0009390070
------------------------------- ------------------------------------
b) Nature of the Transaction Purchase of shares
------------------------------- ------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 275p 1. 5,391,272
2. 275p 2. 9,090
3. 275p 3. 3,636
4. 275p 4. 1,818
5. 275p 5. 55,272
------------------
------------------------------- ------------------------------------
d) Aggregated information Aggregate volume: 5,461,088
Aggregated volume Aggregate price: 275p
/price
------------------------------- ------------------------------------
e) Date of the transaction 22 June 2022
------------------------------- ------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------------- ------------------------------------
Pre-Emption Group Reporting
The Fundraising is a non-pre-emptive issue of equity securities
for cash structured via a cash-box, and accordingly the Company
makes the following post transaction report in accordance with the
most recently published Pre-Emption Group Statement of Principles
(2022).
Name of issuer Volex plc
Transaction details In aggregate, the Fundraising of 21,818,181
New Ordinary Shares represents approximately
13.7 per cent. of the Company's issued ordinary
share capital.
Settlement for the New Ordinary Shares and
Admission are expected to take place at 08.00
a.m. on 26 June 2023.
-----------------------------------------------------
Use of proceeds The net proceeds of the Fundraising are to
be used to part fund the acquisition of Murat
Ticaret for a total consideration of up to
approximately EUR178.1 million ($ 194.5 million(1)
).
-----------------------------------------------------
Quantum of proceeds The Fundraising raised gross proceeds of
approximately GBP60.0 million and net proceeds
of approximately GBP58.5 million.
-----------------------------------------------------
Discount The Offer Price of 275 pence represents a
discount of 3.8 per cent. to the closing
mid-market share price on 21 June 2023.
-----------------------------------------------------
Allocations Soft pre-emption has been adhered to in the
allocations process. Management were involved
in the allocations process, which has been
carried out in compliance with the MIFID
II Allocation requirements. Allocations made
outside of soft pre-emption were preferentially
directed towards existing shareholders in
excess of their pro rata, and wall-crossed
accounts.
-----------------------------------------------------
Consultation The Joint Global Co-ordinators undertook
a pre-launch wall-crossing process, including
consultation with the Company's major shareholders,
to the extent reasonably practicable and
permitted by law.
-----------------------------------------------------
Retail investors The Fundraising included a retail offer of
up to GBP3 million, via the REX platform.
Retail investors who participated in the
REX Retail Offer were able to do so on the
same terms as all investors in the Placing.
The REX Retail Offer was made available to
existing shareholders in the UK. Investors
had the ability to participate in the REX
Retail Offer through ISAs and SIPPs, as well
as General Investment Accounts (GIAs). This
combination of participation routes meant
that, to the extent practicable on the transaction
timetable, eligible UK retail investors had
the opportunity to participate in the Fundraising
alongside institutional investors.
-----------------------------------------------------
(1) EUR/USD FX of 1.092 as of 21 June 2023
IMPORTANT NOTICES
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 (including its territories and
dependencies, any state of the United States and the District of
Columbia), Australia, Canada, Japan, New Zealand 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. 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 any shares in the capital of
the Company in the United States, Australia, Canada, Japan or the
Republic of 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 securities laws of such jurisdictions.
The New Ordinary Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
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, in
or into the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. There will be
no public offering of the New Ordinary Shares in the United States.
The New Ordinary Shares are being offered and sold (i) outside of
the United States in "offshore transactions" in accordance with
Regulation S under the US Securities Act, and (ii) within the
United States only to persons reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act pursuant to an applicable exemption from, or in
transactions not subject to, the registration requirements of the
Securities Act
All offers of New Ordinary Shares will be made pursuant to an
exemption under the Regulation (EU) 2017/1129 (the "Prospectus
Regulation") (and in the UK, the UK version of that regulation) as
amended from time to time from the requirement to produce a
prospectus. 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) to be
published. Persons needing advice should consult an independent
financial adviser.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Regulation ("Qualified Investors"); (b) if in the
United States, persons who are reasonably believed to be a QIB (as
defined in Rule 144A under the US Securities Act); and (c) in the
United Kingdom, persons who are qualified investors within the
meaning of the UK version of the Prospectus Regulation and who (i)
have professional experience in matters relating to investments
falling within the definition of "investments professional" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"Relevant Persons"). This Announcement must not be acted on or
relied on by persons in any EEA member state by persons who are not
Qualified Investors or by persons in the UK who are not Relevant
Persons.
The distribution of this Announcement (including the Appendix)
and the offering of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, HSBC and/or Peel Hunt 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, HSBC and Peel Hunt to inform themselves about, and to
observe, such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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 by HSBC or Peel Hunt, or by
any of their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to any interested person
or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by HSBC or Peel Hunt or any of
their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents. Save for any
responsibilities or liabilities, if any, imposed on HSBC and/or
Peel Hunt by FSMA or by the regulator regime established under it,
no responsibility or liability is accepted by HSBC or Peel Hunt or
any of their respective partners, directors, officers, employees,
advisers, consultants, affiliates or agents for any errors,
omissions or inaccuracies in such information or opinions or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from
any acts or omissions of the Company in relation to the
Fundraising.
Each of Peel Hunt, which is authorised and regulated by the FCA,
and HSBC, which is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the FCA, is acting exclusively for the Company and no one else
in connection with the Placing and the matters referred to herein.
Neither HSBC nor Peel Hunt will regard any other person(s) (whether
or not a recipient of this document) as a client in relation to the
Placing, and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for the giving of advice in relation to any transaction,
matter, or arrangement referred to in this document.
Market Abuse Regulation
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
MAR. Upon the publication of this Announcement via a regulatory
information service, this inside information is now considered to
be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018, the person responsible
for arranging release of this Announcement on behalf of the Company
is Christian Bedford, Group General Counsel and Company
Secretary.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Regulation Rules and/or FSMA), the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or
activities should not be taken as representation that such trends
or activities will continue in the future. You 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 intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
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 New Ordinary Shares. Any
investment decisions to buy New Ordinary Shares in the Fundraising
must be made solely on the basis of publicly available information,
which has not been independently verified by HSBC or Peel Hunt.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
AIM, a market operated by London Stock Exchange plc.
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.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that the New Ordinary 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 defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary 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, each
of HSBC and Peel Hunt has only procured 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 New Ordinary Shares and
determining appropriate distribution channels.
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END
ROIUUVARORUNUAR
(END) Dow Jones Newswires
June 22, 2023 08:00 ET (12:00 GMT)
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