NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
24 November 2009
Topps Tiles plc
RESULTS OF PLACING RAISING APPROXIMATELY £15.4 MILLION
Topps Tiles plc ("Topps Tiles" or the "Company") is pleased to announce the successful completion of the placing announced earlier today (the "Placing").
A total of 17,109,302 new ordinary shares of 3 1/3 pence each in the capital of the Company (the "Placing Shares") have been placed by KBC Peel Hunt Ltd ("KBC Peel Hunt") at a placing price of 90 pence per Placing Share, raising gross proceeds of approximately £15.4 million. The Placing Shares being issued represent approximately 10 per cent. of Topps Tiles' issued ordinary share capital prior to the Placing and approximately 9.1 per cent. of the enlarged issued ordinary share capital of the Company after completion of the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 3 1/3 pence each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue. Following completion of the Placing, the new issued share capital of the Company will be 188,202,323 ordinary shares of 3 1/3 pence each.
As part of the Placing, certain Directors and persons discharging managerial responsibilities ("PDMRs") of the Company have agreed to subscribe for Placing Shares. The number of Placing Shares subscribed by each Director and PDMR and their resultant interest in the enlarged Ordinary Share capital of the Company is set out below:
Director / PDMR | Existing holding of Ordinary Shares | Number of Placing Shares subscribed for | Total number of Ordinary Shares following the Placing | % enlarged issued Ordinary Share capital |
Barry Bester | 22,076,200 | 853,754 | 22,929,954 | 12.18% |
Matt Williams | 428,205 | 42,795 | 471,000 | 0.25% |
Rob Parker | 30,000 | 2,500 | 32,500 | 0.02% |
Nick Ounstead | 537,750 | 40,000 | 577,750 | 0.31% |
Alan White | 15,000 | 1,499 | 16,499 | 0.01% |
Michael Jack | 40,250 | 4,000 | 44,250 | 0.02% |
Stuart Williams (PDMR) | 19,503,950 | 400,000 | 19,903,950 | 10.58% |
Jeremy Harris (PDMR) | 156,000 | 15,000 | 171,000 | 0.09% |
The Company will apply for admission of the Placing Shares to listing on the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place and that trading will commence in the Placing Shares at 8.00 a.m. on 27 November 2009. The Placing remains conditional upon, amongst other things, Admission becoming effective and on the Placing Agreement between the Company and KBC Peel Hunt not being terminated prior to Admission.
For further information, please contact:
Topps Tiles plc c/o Bell Pottinger Corporate & Financial 020 7861 3232
Matthew Williams, CEO
Rob Parker, Finance Director
Barry Bester, Chairman
KBC Peel Hunt (Bookrunner and broker) 020 7418 8900
Garry Levin
Matt Goode
Dan Webster
Bell Pottinger Corporate & Financial 020 7861 3232
Emma Kent / Duncan Mayall
This announcement ("this Announcement") is not for distribution directly or indirectly in or into the United States, Australia, South Africa, Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, South Africa, Canada or Japan or any jurisdiction in which such an offer or solicitation would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, the United States or elsewhere.
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 KBC Peel Hunt 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 therefore is expressly disclaimed.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority (the "FSA"), is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of KBC Peel Hunt nor for providing advice in relation to the Placing.
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 KBC Peel Hunt 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, any such restrictions.
Certain statements in this Announcement are or may be 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. Such 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. 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, neither the Company nor KBC Peel Hunt assumes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast 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 the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
This information is provided by RNS
