THIS ANNOUNCEMENT (THE "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 (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA 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, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VOLEX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. 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 VOLEX PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
22 June 2023
Volex plc
("Volex", the "Company", or the "Group")
Results of Fundraising
Volex (AIM: VLX), the specialist integrated manufacturer of critical power and data transmission products, is pleased to announce completion of the placing and retail offer announced by the Company earlier today (the "Placing Announcement").
A total of 21,818,181 new ordinary shares of 25 pence each in the capital of the Company (the "New Ordinary Shares") have been allotted pursuant to the Placing and the retail offer via the REX platform (the "REX Retail Offer") to raise gross proceeds of approximately £60 million (the "Fundraising"). The net proceeds from the Fundraising will be used to part finance the acquisition of the entire issued share capital of Murat Ticaret Kablo Sanayi A.Ş. ("Murat Ticaret").
Certain directors of the Company have participated in the Fundraising totalling, in aggregate, £15 million.
The New Ordinary Shares being issued pursuant to the Fundraising represent approximately 13.7 per cent. of the existing issued ordinary share capital of the Company immediately prior to the Fundraising. The offer price of 275 pence per New Ordinary Share (the "Offer Price") represents a discount of approximately 3.8 per cent. to the mid-market closing share price of 286 pence on 21 June 2023.
HSBC Bank Plc ("HSBC") and Peel Hunt LLP ("Peel Hunt") acted as joint global co-ordinators and joint bookrunners in connection with the Placing (the "Joint Global Co-ordinators"). HSBC and Peel Hunt are also joint corporate brokers to the Company (the "Joint Corporate Brokers").
Nat Rothschild, Executive Chairman of Volex plc, said:
"We are delighted with the very strong levels of investor support for this transaction, from existing shareholders, and new institutional investors alike. The significant demand received in the fundraising is testament to the highly compelling strategic and financial rationale for the acquisition of Murat Ticaret, which fits so well within the existing Volex group, and which accelerates our progress towards our mid-term strategic objectives.
"I would like to thank our existing shareholders for their continued support, and welcome several new investors to our share register and look forward to continuing on our exciting growth journey with them."
Capitalised terms used in this announcement, unless otherwise defined herein, have the same meaning as ascribed to them in the Placing Announcement.
Enquiries:
| Volex plc | +44 (0) 7971 156 431 |
| Nat Rothschild, Executive Chairman Jon Boaden, Chief Financial Officer | Investor.relations@volex.com |
| HSBC (Joint Global Co-Ordinator and Joint Corporate Broker) | +44 (0) 20 7991 8888 |
| Simon Alexander Keith Welch Joe Weaving Robert Baker | |
| Peel Hunt (Nominated Adviser, Joint Global Co-Ordinator and Joint Corporate Broker) | +44 (0) 20 7418 8900 |
| Investment Banking: Ed Allsopp / Mike Bell / Tom Ballard / Ben Harrington Syndicate: Sohail Akbar / Jock Maxwell Macdonald | |
| Powerscourt (Public Relations) | |
| James White Nicholas Johnson | +44 (0) 7250 1446 |
Director participation
Certain directors of the Company have subscribed in the Placing, amounting to proceeds of approximately £15 million in aggregate, as set out in the table below.
| Name | Number of existing Ordinary Shares | Percentage of existing issued share capital | Number of New Ordinary Shares | Number of Ordinary Shares on Admission | Percentage of Enlarged Share Capital on Admission |
| Nat Rothschild1 | 39,321,176 | 24.71% | 5,391,272 | 44,712,448 | 24.71% |
| Jon Boaden | 15,054 | 0.01% | 9,090 | 24,144 | 0.01% |
| Dean Moore | 15,000 | 0.01% | 3,636 | 18,636 | 0.01% |
| Sir Peter Westmacott | 5,900 | 0.00% | 1,818 | 7,718 | 0.00% |
| Amelia Murillo | nil | nil | 55,272 | 55,272 | 0.03% |
1 Nat Rothschild holds shares directly, and via NR Holdings Limited, of which he is a beneficiary.
Related party transaction
Immediately prior to the Fundraising, Nat Rothschild, Executive Chairman, held, directly and indirectly, shares in the Company representing approximately 24.71 per cent. of the Company's issued share capital, and has subscribed (directly and indirectly) for 5,391,272 New Ordinary Shares in the Placing (the "Chairman's Participation"). Additionally, Jon Boaden, Dean Moore, Sir Peter Westmacott, and Amelia Murillo (the "Participating Directors") have together, in aggregate, subscribed for 69,816 New Ordinary Shares in the Placing (the "Directors' Participation"). The Chairman's Participation, and the Directors' Participation when aggregated with the Chairman's Participation, each constitute a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Jeffrey Jackson, who is not participating in the Placing, and is therefore considered to be independent for the purposes of this transaction, having consulted with the Company's nominated adviser, Peel Hunt, considers that the participation in Placing by Nat Rothschild and the Participating Directors, is fair and reasonable insofar as the Company's shareholders are concerned.
Settlement and Total Voting Rights
Application has been made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 26 June 2023. The Placing and the REX Retail Offer are each conditional upon, inter alia, Admission becoming effective and upon the placing agreement entered into by the Company and the Joint Global Co-Ordinators (the "Placing Agreement") not being terminated in accordance with its terms prior to Admission.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following the Placing, the Company shall be subject to a lock-up for a period of 180 days following the date of the Placing Agreement, subject to waiver by the Joint Global Co-ordinators and certain customary carve-outs agreed between the Joint Global Co-ordinators and the Company.
Following Admission, the total number of ordinary shares in issue in Volex will be 180,925,266. The Company holds no shares in treasury, therefore, following Admission, the total number of voting shares will be 180,925,266. 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 FCA's Disclosure Guidance and Transparency Rules.
The below notification made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail:
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. Nat Rothschild 2. Jon Boaden 3. Dean Moore 4. Sir Peter Westmacott 5. Amelia Murillo | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | 1. Executive Chairman 2. Chief Financial Officer 3. Non-executive Director 4. Non-executive Director 5. Non-executive Director | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Volex plc | ||||
| b) | LEI | 213800HBLQNH5FXXGE63 | ||||
| 4. | Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Ordinary shares of 25 pence each | ||||
| Identification code | GB0009390070 | |||||
| b) | Nature of the Transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume /price | Aggregate volume: 5,461,088 Aggregate price: 275p | ||||
| e) | Date of the transaction | 22 June 2022 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||
Pre-Emption Group Reporting
The Fundraising is a non-pre-emptive issue of equity securities for cash structured via a cash-box, and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
| Name of issuer | Volex plc
|
| Transaction details | In aggregate, the Fundraising of 21,818,181 New Ordinary Shares represents approximately 13.7 per cent. of the Company's issued ordinary share capital.
Settlement for the New Ordinary Shares and Admission are expected to take place at 08.00 a.m. on 26 June 2023.
|
| Use of proceeds | The net proceeds of the Fundraising are to be used to part fund the acquisition of Murat Ticaret for a total consideration of up to approximately €178.1 million ($194.5 million1).
|
| Quantum of proceeds | The Fundraising raised gross proceeds of approximately £60.0 million and net proceeds of approximately £58.5 million.
|
| Discount | The Offer Price of 275 pence represents a discount of 3.8 per cent. to the closing mid-market share price on 21 June 2023.
|
| Allocations | Soft pre-emption has been adhered to in the allocations process. Management were involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts.
|
| Consultation | The Joint Global Co-ordinators undertook a pre-launch wall-crossing process, including consultation with the Company's major shareholders, to the extent reasonably practicable and permitted by law.
|
| Retail investors | The Fundraising included a retail offer of up to £3 million, via the REX platform.
Retail investors who participated in the REX Retail Offer were able to do so on the same terms as all investors in the Placing.
The REX Retail Offer was made available to existing shareholders in the UK. Investors had the ability to participate in the REX Retail Offer through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors had the opportunity to participate in the Fundraising alongside institutional investors.
|
1 EUR/USD FX of 1.092 as of 21 June 2023
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 (including its territories and dependencies, any state of the United States and the District of Columbia), 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 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.
The New Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, 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 US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold (i) outside of the United States in "offshore transactions" in accordance with Regulation S under the US Securities Act, and (ii) within the United States only to persons reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act pursuant to an applicable exemption from, or in transactions not subject to, the registration requirements of the Securities Act
All offers of New Ordinary Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 (the "Prospectus Regulation") (and in the UK, the UK version of that 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.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified Investors"); (b) if in the United States, persons who are reasonably believed to be a QIB (as defined in Rule 144A under the US Securities Act); and (c) in the United Kingdom, persons who are qualified investors within the meaning of the UK version of the Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons in any EEA member state by persons who are not Qualified Investors or by persons in the UK who are not Relevant Persons.
The distribution of this Announcement (including the Appendix) and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, HSBC and/or 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 by the Company, HSBC and Peel Hunt to inform themselves about, and to observe, such restrictions.
This Announcement is not being distributed by, 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 by HSBC or Peel Hunt, or by any of their respective partners, directors, 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 HSBC or Peel Hunt or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on HSBC and/or Peel Hunt by FSMA or by the regulator regime established under it, no responsibility or liability is accepted by HSBC or Peel Hunt or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies 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 otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Fundraising.
Each of Peel Hunt, which is authorised and regulated by the FCA, and HSBC, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company and no one else in connection with the Placing and the matters referred to herein. Neither HSBC nor Peel Hunt will regard any other person(s) (whether or not a recipient of this document) as a client in relation to the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to any transaction, matter, or arrangement referred to in this document.
Market Abuse Regulation
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under MAR. Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, the person responsible for arranging release of this Announcement on behalf of the Company is Christian Bedford, Group General Counsel and Company Secretary.
Cautionary statements
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. 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 AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), 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 representation that such trends or activities will continue in the future. 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 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 years would necessarily match or exceed the historical published earnings per share of the Company.
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 New Ordinary Shares. Any investment decisions to buy New Ordinary Shares in the Fundraising must be made solely on the basis of publicly available information, which has not been independently verified by HSBC or Peel Hunt.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, a market operated by London Stock Exchange plc.
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.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary 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 defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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, each of HSBC and Peel Hunt has only procured investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 New Ordinary Shares and determining appropriate distribution channels.
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