TIDMAFHP TIDMAFHB
RNS Number : 9951Z
AFH Financial Group Plc
20 March 2017
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
20 March 2017
AFH FINANCIAL GROUP PLC
("AFH" or the "Company")
Completion of Placing
AFH Financial Group plc is pleased to confirm that, further to
the announcement made earlier today, the Company has now raised a
total of GBP10 million (the "Placing") through the issue of an
aggregate of 5,714,285 new Ordinary Shares at a price of 175 pence
per new Ordinary Share (the "Placing Price"). In conjunction with
the Placing, Alan Hudson, Chief Executive Officer of the Company,
has agreed to sell 1,000,000 existing Ordinary Shares at the
Placing Price to satisfy excess demand in the Placing. Following
the Placing and Sale Alan Hudson will hold 6,555,700 Ordinary
Shares.
Alan Hudson has agreed to a 12 month lock-in in respect of any
sale of Ordinary Shares in the Company.
The Placing is conditional on the approval of Shareholders at a
General Meeting. Accordingly, a Circular and Notice of General
Meeting will shortly be posted to Shareholders, following which the
documents will also be available to download from the Company's
website at (www.afhfinancialgroup.com). The General Meeting will
take place at 10.00 a.m. on 10 April 2017 at AFH House, Buntsford
Drive, Stoke Heath, Bromsgrove, B60 4JE, at which the Directors
will seek Shareholder approval for the Placing.
Application will be made to the London Stock Exchange for the
admission of the new Ordinary Shares to trading on AIM and dealings
are expected to commence on 11 April 2017. Following Admission, the
Company will have a total of 30,082,794 Ordinary Shares of 10 pence
each in issue. 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.
Unless otherwise defined, all capitalised terms in this
Announcement are defined at the end of the announcement made
earlier today entitled "Proposed Placing".
Alan Hudson, Chief Executive Officer of the Company,
commented:
"The oversubscription of the Placing is in our view a validation
of both the Company's progress to date and strategy. We are
grateful for the support of both existing and new investors in the
Placing which will enable the Company to execute on its attractive
pipeline of acquisitions."
Enquiries:
AFH Financial Group PLC 01527 577 775
Alan Hudson, Chief Executive Officer
Paul Wright, Chief Financial Officer
www.afhfinancialgroup.com
Liberum Capital Limited 020 3100 2000
(Nominated Adviser and Broker)
John Fishley
Richard Bootle
Robert Johnson
Camarco
0203 757 4985
Geoffrey Pelham-Lane
Jennifer Renwick
Important Information
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's 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.
Except as required by the FCA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly 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 statement is based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The Placing Shares have not been and will not be registered
under the U.S. 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 any portion of the Placing in the United States or to
conduct a public offering of securities in the United States.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of FSMA
and a copy of it has not been, and will not be, delivered to the
FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Directive. Its contents have not been
examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section
21 of FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
This Announcement is directed only at: (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 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 investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any
person who is not a Relevant Person should not act or rely on this
Announcement or any of its contents.
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
Liberum or by any of its 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 or publicly available
to any interested party or its advisers, and any liability therefor
is expressly disclaimed.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser, broker and sole
bookrunner for the Company and for no-one else in connection with
the Placing, and Liberum will not be responsible to anyone other
than the Company for providing the protections afforded to its
customers or for providing advice to any other person in relation
to the Placing or any other matter referred to herein.
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 or Liberum 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 to inform themselves about, and to
observe such restrictions.
This Announcement is not for distribution or dissemination,
directly or indirectly, in or into the United States or any
jurisdiction into which the same would be unlawful.
This Announcement is not intended to constitute an offer or
solicitation to purchase or invest in the Placing Shares.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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, dissemination,
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 United States Securities Act of 1933 (as
amended) or the applicable laws of other jurisdictions.
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.
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 Alan Hudson
---- -------------------------- ----------------------------
2 Reason for the notification
---- --------------------------------------------------------
a) Position/status Chief Executive Officer
---- -------------------------- ----------------------------
b) Initial notification/ Initial notification
Amendment
---- -------------------------- ----------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
---- --------------------------------------------------------
a) Name AFH Financial Group plc
---- -------------------------- ----------------------------
b) LEI 213800MVLNB5CWDY8X63
---- -------------------------- ----------------------------
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 Ordinary shares of 10 pence
of the financial
instrument,
type of instrument
GB00B4W5WQ08
Identification
code
---- -------------------------- ----------------------------
b) Nature of Sale of ordinary shares
the transaction
---- -------------------------- ----------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) --------- ----------
175p 1,000,000
--------- ----------
---- -------------------------- ----------------------------
Aggregated
information
* Aggregated volume
1,000,000
d) * Price 175p
---- -------------------------- ----------------------------
e) Date of the 20 March 2017
transaction
---- -------------------------- ----------------------------
f) Place of the London Stock Exchange
transaction
---- -------------------------- ----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIPGUQPWUPMGQU
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March 20, 2017 12:30 ET (16:30 GMT)
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