Results of Placing Announcement

 

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, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014.

 

1  September 2020

 

Dalata Hotel Group plc

("Dalata", the "Company" or the "Group")

 

Results of Placing

 

Dalata Hotel Group plc, the largest hotel operator in Ireland with a growing presence in the United Kingdom, announces the successful pricing of the non-pre-emptive placing of new ordinary shares of €0.01 each in the share capital of the Company (the "Ordinary Shares") announced this morning (the "Placing").

 

A total of 37,000,000 new Ordinary Shares in the Company (the "Placing Shares") have been placed by J&E Davy ("Davy") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") at a price of €2.55 per Placing Share (the "Placing Price"), raising gross proceeds of €94.4m. Berenberg and Davy (together, the "Joint Bookrunners") are acting as joint bookrunners in connection with the Placing.

 

The Placing Shares represent approximately 19.9% of the Company's issued share capital immediately prior to the Placing.  The Placing Price represents a discount of approximately 7% to the closing price on Euronext Dublin on 31 August 2020.

 

Dalata consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process insofar as possible. The Company is pleased by the strong support it has received from existing shareholders and new investors.

 

Applications have been made (a) to The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin") for admission of the Placing Shares to the primary listing segment of the Official List of Euronext Dublin and to trading on its main market for listed securities and (b) to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the standard listing segment of the Official List and to the London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that settlement of the Placing Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 3 September 2020.

 

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company, Davy and Berenberg not being terminated in accordance with its terms.

 

Immediately following Admission, the total number of shares in issue will be 222,732,900 (the "Enlarged Issued Share Capital").Therefore, immediately following Admission, the total number of voting rights in Dalata will be 222,732,900.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 Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland and the Irish Transparency Rules.

 

Director & Company Secretary participation

All of the Directors of the Company, and the Company Secretary have agreed to subscribe for Placing Shares at the Placing Price. Their respective number of Placing Shares and resultant shareholding is as follows: 

Name	Number of Placing Shares to be subscribed	Shareholding on Admission	Shareholding as a % of Enlarged Issued Share Capital on Admission
Alf Smiddy	10,000	76,646	0.034%
Dermot Crowley	20,000	566,381	0.263%
John Hennessy	20,000	170,000	0.076%
Liz McMeikan	2,500	8,000	0.004%
Margaret Sweeney	20,000	66,787	0.030%
Pat McCann	90,000	1,673,319	0.751%
Robert Dix	19,607	87,466	0.039%
Sean McKeon	50,000	175,139	0.079%
Shane Casserly	10,196	148,189	0.067%
Stephen McNally	22,500	612,833	0.275%

 

 

MAR information

 

This Announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014) ("MAR").

 

The person responsible for arranging release of this Announcement on behalf of Dalata is Sean McKeon, Company Secretary of Dalata.

 

 

For further information please contact:

 

Dalata Hotel Group plc                                                                                    

 

Pat McCann, CEO

Dermot Crowley, Deputy CEO

Sean McKeon, Company Secretary

Niamh Carr, Investor relations

 

Tel: +353 (0) 1 2069400

 

Davy (Joint Bookrunner and Broker)   

 

Ronan Godfrey

Brian Ross

Anthony Farrell

Orla Cowzer

 

Tel: +353 (0) 1 6796363

 

Berenberg (Joint Bookrunner and Broker)

 

Ben Wright

Richard Salmond

Milo Bonser

 

Tel: +44 (0)20 3207 7800

 

FTI Consulting (Investor relations and PR)

 

Melanie Farrell

 

Tel: +353 86 401 5250

Email: [email protected]

 

 

About Dalata

 

Dalata Hotel Group plc was founded in August 2007 and became publicly listed in March 2014. Dalata has a strategy of owning or leasing its hotels and also has a small number of management contracts. The Group's portfolio now consists of 29 owned hotels, 12 leased hotels and three management contracts with a total of 9,211 bedrooms. In addition to this, the Group is currently developing 13 new hotels and has plans to extend four of its existing hotels, with close to 3,300 bedrooms. This will bring the total number of bedrooms in Dalata to over 12,500.  For the first six months of 2020, Dalata reported revenue of €80.8 million and a loss after tax of €63.1 million. Dalata is listed on the Main Market of Euronext Dublin (DHG) and the London Stock Exchange (DAL). For further information visit: www.dalatahotelgroup.com.

 

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, 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, New Zealand 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. 

 

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.

 

All offers of Placing Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus 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 being, (i) if you are resident in the United Kingdom a financial adviser who is authorised under the Financial Services and Markets Act 2000, as amended, (ii) in the case of shareholders resident in Ireland, an organisation or firm authorised or exempt under the Investment Intermediaries Act 1995 (as amended) of Ireland or an authorised investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) or (iii) another appropriately authorised professional adviser if you are resident in a territory outside of the United Kingdom or Ireland.

 

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 Placing Shares.

 

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. 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.

 

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and is directed only at: (a) in Member States of the Economic European Area, qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are also persons (i) who have professional experience in matters relating to investments falling 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"); (ii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) to whom it may otherwise be lawfully communicated including the Company Placing Participants; (all such persons together being referred to as "Relevant Persons"). In the United Kingdom and Member States of the Economic European Area, this Announcement must not be acted on or relied on by persons who are not Relevant Persons and any investment or investment activity to which this Announcement relates is available only to and will be engaged in only with Relevant Persons.

 

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, and/or the Joint Bookrunners 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 and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

 

This Announcement is not being distributed, 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, and no responsibility is or will be accepted, by the Joint Bookrunners, or by any of their respective directors, partners (personlich haftende Gesellschafter) 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 the Joint Bookrunners or any of their respective directors, partners (personlich haftende Gesellschafter), officers, employees, advisers, consultants, affiliates or agents.

 

Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, and in the case of Davy, Euronext Dublin, the Central Bank of Ireland or other applicable law the application of which may not be excluded, no responsibility or liability is accepted by the Joint Bookrunners or any of their respective, directors, partners (personlich haftende Gesellschafter), officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in this Announcement or 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 such information or opinions or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. 

 

Davy is regulated in Ireland by the Central Bank of Ireland. Berenberg is authorised and regulated by the German Federal Financial Supervisory Authority and in the United Kingdom is subject to limited regulation by the Financial Conduct Authority.

 

The Joint Bookrunners are acting solely for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing, the contents of this Announcement or any other matters described in this Announcement. The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Placing, the contents of this Announcement or for any other matters described in this Announcement.

In connection with the Placing, each of the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, each of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, each of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which each of the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Neither of the Joint Bookrunners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. 

Each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business to the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

 

 

Cautionary statements

 

This Announcement contains or may contain, and the Company may make verbal statements containing, certain "forward-looking statements" with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. Forward-looking statements sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", estimate", "expect" (or the negative thereof) other words of similar meaning reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. 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 Irish Listing Rules, the UK Listing Rules, MAR, FSMA, Euronext Dublin, the FCA and/or the Central Bank of Ireland), 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 a representation that such trends or activities will continue in the future. 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, the macroeconomic environment, 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. In particular, and as with other businesses in the broader economy and the hospitality and leisure sector in particular, the Company is significantly impacted by the Covid-19 pandemic; and statements about future progress and performance may be affected by ongoing uncertainty regarding these factors arising from Covid-19, meaning that actual progress and performance may differ materially from those statements. 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 or is intended to be a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings of the Company for the current or future years would necessarily match or exceed the historical published earnings of the Company.

 

Information to Distributors

 

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 Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties or who are Company Placing Participants.

 

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.

 

Save where otherwise provided, defined terms used in this announcement have the same meaning as in the announcement of the Placing dated 1 September, 2020.