TIDMFUTR
RNS Number : 7534U
Numis Securities Limited
26 November 2019
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
26 November 2019
PROPOSED PLACING OF UP TO APPROXIMATELY 3.1 MILLION ORDINARY
SHARES IN FUTURE plc (THE "COMPANY" OR "Future")
On 26 November 2019 nil-cost options over 3.1 million ordinary
shares of 15 pence each in Future plc (the "Ordinary Shares") which
had been granted to the senior management team of the Company under
The Future plc Performance Share Plan in November 2016 and February
2017 (the "Options") which had vested on 23 November 2019, were
exercised.
Following exercise of the Options, certain members of the senior
management team and certain other senior managers and employees who
had left with "good leaver" status (together, the "Sellers")
announce their intention to sell up to approximately 3.1 million
Ordinary Shares in Future (the "Placing Shares") through RBC cees
Trustee Limited, in its capacity as trustee of The Future plc
Employment Benefit Trust (the "EBT").
Zillah Byng-Thorne, Chief Executive Officer, and Penny
Ladkin-Brand, Chief Financial Officer, intend to sell up to
approximately 1.0 million shares and 0.55 million shares
respectively, in part to satisfy certain tax obligations and other
costs associated with the vesting of the options. The other
Sellers, comprising 17 individuals employed or previously employed
by Future, intend to sell up to approximately 1.5 million shares in
aggregate.
The Placing Shares represent, in aggregate, approximately 3.2%
of the Company's issued share capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Numis Securities Limited ("Numis
Securities" or "Numis") and NplusOne Singer Capital Markets Limited
("N+1 Singer") are acting as joint bookrunners (the "Joint
Bookrunners") in connection with the Placing.
Following the Placing, Zillah Byng-Thorne and Penny Ladkin-Brand
do not intend to sell any further shares in the next 90 days.
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by the
Joint Bookrunners and the Sellers at the close of the bookbuild
process, and the results of the Placing will be announced as soon
as practicable thereafter. The timings for the close of the
bookbuild process are at the absolute discretion of the Joint
Bookrunners.
The EBT has entered into a block trade agreement with Numis and
N+1 Singer to act as Joint Bookrunners.
The Company will not receive any proceeds from the Placing
except that the Sellers have directed that an amount from the
proceeds of the Placing equal to income tax and employee National
Insurance contributions arising on the exercise of the Options are
paid to the Company for the purposes of accounting to HM Revenue
& Customs.
Contacts / Enquiries
Numis
Nick Westlake / Mark Lander / Hugo Rubinstein / Will Baunton
0207 260 1000
N+1 Singer
Mark Taylor / Tom Salvesen / Justin McKeegan 020 7496 3000
IMPORTANT NOTICE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129
AS AMENDED FROM TIME TO TIME ("QUALIFIED INVESTORS"); (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN Future PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AND MAY NOT BE OFFERED, SOLD
OR TRANSFERRED, 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 SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY: (I) OUTSIDE OF THE UNITED STATES IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND
(II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES OR ELSEWHERE.
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 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 CONSISTUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
Numis is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom and is acting exclusively
for the EBT and no one else in connection with the Placing, and
Numis will not be responsible to anyone (including any Placees)
other than the EBT for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
other matters referred to in this Announcement.
N+1 Singer is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and N+1 Singer will not be
responsible to anyone other than the EBT for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
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 the Joint Bookrunners or by any of their
respective 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. Neither the EBT, the Sellers, Numis nor N+1
Singer have independently verified the contents of this
Announcement.
In addition, in the event that the Joint Bookrunners acquire
Placing Shares in the Placing, the Joint Bookrunners may
co-ordinate disposals of such shares in accordance with applicable
law and regulation. Except as required by applicable law or
regulation, the Joint Bookrunners and their respective affiliates
do not propose to make any public disclosure in relation to such
transactions.
This Announcement does not constitute a recommendation by the
Company, the EBT, the Sellers, Numis, N+1 Singer or any of their
respective affiliates concerning any investor's options with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBFBFTMBATBBL
(END) Dow Jones Newswires
November 26, 2019 11:57 ET (16:57 GMT)
Future (AQSE:FUTR.GB)
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부터 6월(6) 2024 으로 7월(7) 2024
Future (AQSE:FUTR.GB)
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부터 7월(7) 2023 으로 7월(7) 2024