TIDMWYN
RNS Number : 3915W
Wynnstay Group PLC
18 August 2022
THIS 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, NEW ZEALAND 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 WYNNSTAY GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION. 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 WYNNSTAY
GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED.
For immediate release
18 August 2022
Wynnstay Group plc
Result of Fundraise
Wynnstay Group plc (LSE: WYN) ("Wynnstay", the "Company") the
agricultural supplies group, is pleased to announce that, further
to the announcement on 17 August 2022 (the "Fundraise
Announcement"), the Company has conditionally raised approximately
GBP10.6 million (before expenses) pursuant to the Placing.
Under the Placing, 1,900,000 new ordinary shares have been
conditionally placed pursuant to the Placing at a price of 560
pence per Placing Share.
Shore Capital acted as sole bookrunner and sole broker in
connection with the Placing. The Placing was significantly
oversubscribed.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Fundraise
Announcement unless the context provides otherwise.
Admission and settlement
The Placing Shares, when issued, will represent approximately 9
per cent. of the Company's issued ordinary share capital as
enlarged by the Placing.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary
shares.
Applications have been made for the Placing Shares to be
admitted to trading on the AIM market for listed securities of
London Stock Exchange plc (together "Admission").
Settlement for the Placing Shares and Admission is expected to
take place on or before 8.00 a.m. on 22 August 2022.
Total voting rights
Following Admission, the Company will have a total of 22,299,355
ordinary shares in issue. With effect from Admission, 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 Disclosure Guidance and Transparency Rules of the FCA.
Enquiries:
Wynnstay Group plc Gareth Davies, Chief T: 01691 827
Executive 142
Paul Roberts, Finance
Director
KTZ Communications Katie Tzouliadis / Dan T: 020 3178
Mahoney 6378
Shore Capital (Nomad Stephane Auton / John T: 020 7408
and Broker) More 4090
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
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); ("EU QUALIFIED INVESTORS"); (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
AND (3) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e)
OF REGULATION (EU) 2017/1129 AS AMED, AS IT FORMS PART OF UK LAW AS
RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) (THE "UK PROSPECTUS REGULATION")
("UK QUALIFIED INVESTORS") ; OR (4) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN WYNNSTAY GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD 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. THE PLACING IS BEING MADE SOLELY OUTSIDE OF THE UNITED STATES
TO PERSONS IN OFFSHORE TRANSACTIONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT "REGULATION S"). PERSONS RECEIVING THIS
ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE
UNITED STATES OR USE THE UNITED STATES MAILS, DIRECTLY OR
INDIRECTLY, IN CONNECTION WITH THE PLACING.
THIS 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 OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Shore
Capital or any of their respective affiliates, 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 Shore Capital to inform themselves
about and to observe any such restrictions.
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 (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, the Republic of South Africa, Japan
or New Zealand 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.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, 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, Japan
or New Zealand. 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, Japan or New
Zealand or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement to a jurisdiction outside of the United
Kingdom should seek appropriate advice before taking any
action.
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,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. 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. Except as required by applicable law or
regulation, 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 statement is based.
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively as sponsor, and Shore Capital Stockbrokers Limited is
acting exclusively as bookrunner, for the Company and no one else
in connection with the Proposed Acquisition and the Placing, and
Shore Capital will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Proposed Acquisition or the Placing or any other matters referred
to in this Announcement.
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 Shore Capital or by any of Shore
Capital's 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
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, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued 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 nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
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 the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of the UK Prospectus Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) 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 (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment" and, together with the UK Target
Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, 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
Assessments are without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions to the
Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessments, Shore Capital will only procure investors who
meet the criteria of professional clients or eligible
counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS (for the purposes of the UK Target Market
Assessment) or MiFID II (for the purposes of the EU Target Market
Assessment); 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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END
ROIMZGMRNNGGZZM
(END) Dow Jones Newswires
August 18, 2022 02:00 ET (06:00 GMT)
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