NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.
This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale in any jurisdiction, including in or into the United States of America, Australia, Canada, Japan or the Republic of South Africa. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Glenveagh Properties PLC in due course in connection with the proposed offering described below and admission of the newly issued ordinary shares (the "New Ordinary Shares") to (i) the primary listing segment of the Official List of Euronext Dublin and to trading on the main market for listed securities of Euronext Dublin; and (ii) the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of the Prospectus will, following publication, be available for inspection on the Company's website at www.glenveagh.ie (subject to limitations).
18 July 2018
Glenveagh Properties PLC
Results of Firm Placing, Placing and Open Offer and Secondary Sale
Following the announcement made on 17 July 2018 regarding the details of a proposed Firm Placing and Placing and Open Offer (the "Capital Raise"), Glenveagh Properties PLC ("Glenveagh" or the "Company" and, together with its subsidiaries, the "Group"), is pleased to announce that, subject to, inter alia, the Capital Resolutions being duly passed at the Extraordinary General Meeting (the "EGM") which is expected to be convened to be held on or around 13 August 2018, 185,291,388 New Ordinary Shares are to be issued pursuant to the Capital Raise, at an issue price of €1.15 per New Ordinary Share, raising gross proceeds of approximately €213 million (approximately €205 million net of commissions, fees and expenses).
The 185,291,388 New Ordinary Shares to be issued represent 27.8% of the Existing Ordinary Shares and will represent 21.7% of the enlarged issued share capital of the Company (immediately following completion of the Capital Raise).
Alongside the Capital Raise, OCM Luxembourg EPF III QIF Holdings S.à r.l. (the "Seller") being an entity controlled by Oaktree Capital Management, L.P. has sold 55 million shares in the Company (the "Secondary Sale"), which represents 8.2% of the Company's current issued share capital.
Firm Placing
A total of 74,116,555 New Ordinary Shares have been successfully placed via the Firm Placing at the Issue Price, raising approximately €85 million (prior to deduction of commissions, fees and expenses). The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.
The Firm Placees will not be entitled, by virtue of their subscription for Firm Placed Shares, to participate in the Open Offer (but this is without prejudice to any right they may have to participate in the Open Offer to the extent that any such Firm Placee separately has any Open Offer Entitlements).
Placing and Open Offer
The Company is to issue 111,174,833 New Ordinary Shares pursuant to the Placing and Open Offer, to raise approximately €128 million (prior to deduction of commissions, fees and expenses). The Placing Shares, which are subject to clawback under the Open Offer, are being conditionally placed with institutional and other investors.
Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price, subject to the terms and conditions of the Open Offer, up to a maximum of their pro rata entitlement on the Record Date, which shall be calculated on the basis of:
1 New Ordinary Share for every 6 Existing Ordinary Shares
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company.
Pursuant to the Placing, Davy and Jefferies have placed all the Open Offer Shares at the Issue Price with institutional and other investors. The commitments of these Placees under the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions and the Placing and Open Offer Agreement not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the Placees and/or other subscribers procured by Davy and Jefferies, with the net proceeds of the Placing retained for the benefit of the Company.
Admission is expected to become effective, and dealings to commence in the New Ordinary Shares on the London Stock Exchange, at 8.00 a.m. on 14 August 2018.
The Firm Placing and the Placing and Open Offer remain conditional as set out in the announcement of 17 July 2018.
Secondary Sale
The Seller has sold 55 million shares in the Company at €1.15 per Existing Ordinary Share, which represents 8.2% of the Company's current issued share capital. The Secondary Sale is not conditional on the completion of the Capital Raise, with the Secondary Sale expected to settle on 23 July 2018. Lock-up commitments for a period of 90 days, subject to certain customary exceptions, have been given by the Seller. Glenveagh has also received an irrevocable undertaking from the Seller to vote in favour of the Capital Resolutions in respect of its aggregate holdings as at the time of the EGM of 13 August 2018.
For further information please contact:
Davy (Joint Global Coordinator and Sponsor) +353 1 679 6363
Brian Ross |
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Brian Garrahy |
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Orla Cowzer |
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Barry Murphy |
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Jefferies (Joint Global Coordinator) +44 20 7029 8000
Michael Old |
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Max Jones |
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Ben Wells |
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Media
Gordon MRM +353 1 665 0452
Ray Gordon |
+353 87 241 7373 |
David Clerkin |
+353 87 830 1779 |
Notes for Editors
Except where the context otherwise requires, defined terms used in the Announcement have the meanings given to such terms in the announcement of 17 July 2018.
Important Notices
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the New Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any New Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. 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 (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 resold in 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. No public offering of securities is being made in the United States.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the admission of the New Ordinary Shares to the Official List of each of Euronext Dublin and the FCA and to trading on Euronext Dublin and the London Stock Exchange. Copies of the Prospectus will, following publication, be available from the Company's registered office, at the offices A&L Goodbody at IFSC, North Wall Quay, Dublin 1, D01 H104, Ireland and on the Company's website www.glenveagh.ie (subject to limitations).
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors") and in Ireland only to certain other investors being clients of Davy. Any investment or investment activity to which this announcement relates is available only to Qualified Investors in any member state of the EEA and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents. Any subscription of New Ordinary Shares in the Open Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with the Open Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
Certain statements contained in this announcement constitute "forward-looking" statements regarding the belief of current expectation of the Company and the Directors about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology as "may ", "could ", "should ", "will ", "expect ", "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek ", "continue", "target ", "goal ", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Group or the markets in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Jefferies or Davy undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.
The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the New Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise or Admission cannot be relied upon as a guide to future performance.
Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Capital Raise or any matter referred to herein. Jefferies, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Capital Raise or any matter referred to herein.
In connection with the Capital Raise, each of Davy and Jefferies, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus, once published, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Davy or Jefferies or any of their respective affiliates acting as investors for their own accounts. Neither Davy nor Jefferies nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, Davy, Jefferies or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, Davy, Jefferies and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively, in respect of the Capital Raise.
