THIS ANNOUNCEMENT 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, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement contains inside information as defined in EU Regulation No. 596/2014 and is in accordance with the Company's obligations under Article 17 of that Regulation.
Further to the announcement made earlier today, Dairy Crest Group plc (“Dairy Crest" or the “Company") announces the successful completion of the non pre-emptive cash placing of new ordinary shares (the "Placing"). A total of 14,107,224 new ordinary shares of 25 pence per share in the capital of the Company (the "Placing Shares"), representing approximately 9.98 per cent. of the Company's issued share capital, have been placed by Peel Hunt LLP and Shore Capital Stockbrokers Limited (the "Joint Bookrunners") at a price of 495 pence per Placing Share (the "Placing Price"), raising total gross proceeds of approximately £70 million for the Company. The Placing was oversubscribed.
A number of the Company’s Directors participated in the Placing, acquiring 37,151 Placing Shares in aggregate.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on 30 May 2018. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners not having been terminated in accordance with its terms prior to Admission.
Following Admission, the Company's issued share capital will comprise 155,522,685 ordinary shares, which figure may be used by shareholders in the Company as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (“MAR”). The person responsible for arranging release of this announcement on behalf of Dairy Crest is Tom Atherton.
For further information, please contact:
01372 472 264
01372 472 236
Peel Hunt (Joint Bookrunner and Broker):
020 7418 8900
Shore Capital (Joint Bookrunner and Broker):
020 7408 4090
020 7404 5959
This Announcement has been issued by and is the sole responsibility of the Company.
This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, New Zealand, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
In particular, the Company’s securities (including the Placing Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
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.
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.
Peel Hunt LLP (“Peel Hunt”), which is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.
Shore Capital Stockbrokers Limited (“Shore Capital”), which is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt or Shore Capital by the Financial Services and Markets Act 2000 (“FSMA”) or the regulatory regime established thereunder, neither Peel Hunt nor Shore Capital makes any representation or warranty, expressed or implied, as to the contents of this Announcement and neither accepts any liability whatsoever for this Announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing. Peel Hunt and Shore Capital each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.
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 either Peel Hunt or Shore Capital or by any of their 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 therefore is expressly disclaimed.
Certain statements in this Announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.