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Snoozebox Holdings PLC  -  ZZZ   

Placing

Released 14:00 11-Dec-2015

RNS Number : 8421I
Snoozebox Holdings PLC
11 December 2015
 

11 December 2015

SNOOZEBOX HOLDINGS PLC

Placing to raise £5.0 million

Snoozebox Holdings plc (AIM: ZZZ) ("Snoozebox" or the "Company") today is pleased to announce a successful fundraising to raise a total of £5.0 million, by way of a conditional placing of 83,333,400 new Ordinary Shares at 6.0 pence each (the "Placing").

The Placing is conditional on the approval by our Shareholders at a General Meeting, to be held at 12 noon on 4 January 2016 at the offices of Panmure Gordon at One New Change, London EC4M 9AF, and on the admission of the Placing Shares to trading on AIM. Further details, which should be read carefully, will be set out in the circular to be dispatched shortly to Shareholders, enclosing a notice convening the General Meeting, and will also be available on the Company's website at http://snoozeboxhotel.co.uk/.

BACKGROUND TO AND REASONS FOR THE PLACING AND USE OF PROCEEDS

On 5 November the Company provided an update on trading and progress against its strategic objectives. The Company has incurred higher operating costs than in 2014 associated with the substantial increase in its Events deployment. The Company has invested in the development of new models in response to market opportunities in social housing, semi-permanent applications and Events. The Company now requires additional funding to support its 2016 events season, the costs of mobilisation in respect of the proposed semi-permanent deployments and the evaluation of medium and longer term opportunities.

Clearly, as the Company further grows, the Company will explore incremental sources of funding to support the development of the business, and further capitalise on the current pipeline of opportunities.

CURRENT TRADING AND OUTLOOK

The Company remains on course to meet its full year expectations, with cash balances anticipated to be higher than expected.

DETAILS OF THE PLACING

The Company is proposing to raise approximately £5.0 million (before expenses) by way of a conditional, non-pre-emptive placing of 83,333,400 new Ordinary Shares ("Placing Shares") at 6.0 pence each ("Placing Price"). The Placing Price represents a discount of approximately 25.0 per cent. to the closing middle market price on 10 December 2015, being the last full trading day immediately preceding the date of this Announcement. The Placing Shares will represent approximately 39.3 per cent. of the existing issued ordinary share capital of the Company, and approximately 28.2 per cent. of the enlarged issued ordinary share capital of the Company.

In order to minimise the time and transaction costs of the Placing, the Placing Shares are only being placed by Panmure Gordon with a limited number of existing and new institutional and other investors. The Placing Shares are not being made available to the public.

The Placing Agreement

In connection with the Placing, the Company has entered into a Placing Agreement pursuant to which Panmure Gordon has agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not underwritten. In accordance with the terms of the Placing Agreement, the Placing is conditional upon, amongst other things, the passing of the resolutions, Admission occurring on or around 7 January 2016 (or such later date as the Company and Panmure Gordon may agree, not being later than 21 January 2016). The Placing Agreement is terminable by Panmure Gordon in certain circumstances up until the time of Admission.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). Subject to the passing of the resolutions at the General Meeting, it is expected that Admission will become effective in respect of, and that dealings on AIM will commence in, the Placing Shares, on or around 7 January 2016.

The Placing Shares will be issued credited as fully paid and will be identical to, and rank pari passu in all respects with, the existing Ordinary Shares, including the right to receive all future distributions declared, paid or made in respect of the Ordinary Shares following the date of Admission.

DIRECTORS' PARTICIPATION

Certain Directors of the Company have agreed to acquire Placing Shares pursuant to the terms of the Placing. The beneficial interests of the Directors as a result of the Placing are shown below:

Name

Before the Placing

Placing Shares acquired

After the Placing

Number of Ordinary Shares

% of existing issued share capital

Number of Ordinary Shares

% of enlarged issued share capital

Richard Davies

350,000

0.17

83,335

433,335

0.15

Stephen East

354,000

0.17

83,335

437,335

0.15

David Morrison

3,000,000

1.42

 333,330

3,333,330

1.13

Lorcán Ó Murchú

2,104,000

0.99

 333,330

2,437,330

0.83

Hugh Scrimgeour

154,000

0.07

 -  

154,000

0.05

 

RELATED PARTY TRANSACTION

Where a company enters into a related party transaction, under the AIM Rules for Companies ("AIM Rules") the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.

As at the date of this announcement, Kestrel Partners has an interest in approximately 42,807,819 Ordinary Shares, representing 20.2 per cent. of the issued share capital of the Company, and Hargreave Hale has an interest in approximately 29,357,408 Ordinary Shares (including nominee accounts), representing 13.9 per cent. of the issued share capital of the Company. Kestrel Partners has subscribed £2.1 million for 34,654,000 Placing Shares, and Hargreave Hale has subscribed £1.1 million for 18,333,000 Placing Shares. The issue of Placing Shares to Kestrel Partners and Hargreave Hale constitutes a related party transaction under Rule 13 of the AIM Rules.

 The Directors, having consulted with Panmure Gordon, the Company's nominated adviser, consider that the terms of Kestrel Partners' and Hargreave Hale's participation in the Placing are fair and reasonable insofar as the shareholders are concerned.

GENERAL MEETING

A notice convening a General Meeting of the Company, to be held at the offices of Panmure Gordon, One New Change, London EC4M 9AF at 12 noon on 4 January 2016, for the purpose of considering and, if thought fit, passing the proposed resolutions, will be set out at the end of the shareholder circular to be despatched shortly, which therein the expected timetable for Admission will be confirmed and will also be available on the Company's website at such time.

ACTION TO BE TAKEN

Shareholders will find enclosed with the Circular a form of proxy for use at the General Meeting. It is important that you complete and sign the enclosed form of proxy in accordance with the instructions printed thereon.

RECOMMENDATION BY THE DIRECTORS

The Directors believe that the Placing is in the best interest of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions to be proposed at the General Meeting as the Directors have undertaken to do in respect of their own beneficial holdings amounting to, in aggregate, 5,962,000 Ordinary Shares, representing approximately 2.81 per cent. of the existing issued share capital of the Company.

 

Enquiries






Panmure Gordon

020 7886 2500

Corporate Finance:


Fred Walsh

Duncan Monteith




Corporate Broking:


Charles Leigh-Pemberton




Tulchan Communications

020 7353 4200

Tom Murray




 

Disclaimer

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Panmure Gordon (UK) Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Panmure Gordon (UK) Limited, or for advising any other person on the arrangements described in this announcement.

Panmure Gordon (UK) Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Panmure Gordon (UK) Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

No representation or warranty, express or implied, is made by Panmure Gordon (UK) Limited as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Panmure Gordon (UK) Limited do not assume any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements" including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends. These statements can be identified by the use of forward-looking terminology, including statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "estimates", "intends", "plans", "projects", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof. These forward-looking statements include all statements that are not matters of historical fact. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Directors' and/or the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial position, prospects, growth, strategies and the industry in which it operates.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from the results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are not guarantees of future performance and are based on numerous assumptions regarding the Company's net asset value, present and future business strategies and income flows and the environment in which the Company will operate in the future. In addition, even if the results of operations, financial position and the development of the markets and industry in which the Company operates in any given period are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by forward-looking statements contained in this announcement, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, regulatory activity, currency fluctuations, changes in business strategy, political and economic uncertainty and other factors.  

Any forward-looking statements speak only as of the date of this announcement. Subject to the requirements of AIM and the AIM Rules for Companies (and/or any other applicable regulatory requirements) or applicable law, each of the Company, the Directors and Panmure Gordon (UK) Limited expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances after the date of this document on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

If you are in any doubt about the contents of this announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down.

In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Placing. Participation in the Placing is limited at all times to persons who are: (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529) ("FPO"); (ii) high net worth companies or unincorporated associations within the meaning of Article 49(2), of the FPO; (iii) qualified investors within the meaning of section 86(7) of Financial Services and Markets Act 2000; and (iv) any other person with to whom this announcement may lawfully be made (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment, or investment activity to which this announcement relates is available only in the United Kingdom to relevant persons and will be engaged in only with relevant persons. By receiving this announcement and not returning it, you are deemed to warrant to the Company and Panmure Gordon (UK) Limited that you fall within the categories of person described above.

No Ordinary Shares have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.

This announcement is only addressed to, and the Placing is only directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1) (e) of the Prospectus Directive ("Qualified Investors"). This announcement must not be acted on or relied upon in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available, in any member state of the EEA, only to Qualified Investors, and will be engaged in only with such persons. This announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the EEA of or for Ordinary Shares which are not the subject of the Placing contemplated in this announcement should only do so in circumstances in which no obligation arises for the Company or Panmure Gordon (UK) Limited to produce a prospectus for such Placing. Neither the Company nor Panmure Gordon (UK) Limited has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary, other than offers made by Panmure Gordon (UK) Limited which constitute the final placement of Ordinary Shares contemplated in this announcement.

In the case of any Placing Shares being offered to a financial intermediary, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and Panmure Gordon (UK) Limited has been obtained to each such proposed offer or resale. Each of the Company and Panmure Gordon (UK) Limited and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation. The distribution of this announcement and the offer of the Placing Shares may be restricted by law. Persons into whose possession this announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement may not be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, New Zealand, South Africa or to any US person. Any person within the United States and any US person who obtains a copy of this announcement must disregard it.

No public offering of the Placing Shares is being made in any jurisdiction. No action has been or will be taken by the Company or Panmure Gordon (UK) Limited that would permit the offer of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The offer of the Placing Shares has not been, nor will they be, registered under the US Securities Act of 1933, or with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Company has not been, and will not be, registered under the Investment Company Act, and investors will not be entitled to the benefits of that Act. The Placing Shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US person. In connection with the Placing, the Placing Shares are being offered and sold only outside the United States to, and for the account or benefit of, non-US persons in "offshore transactions" within the meaning of, and in reliance on the exemption from registration provided by, Regulation S under the US Securities Act of 1933.

Copies of this announcement will be available free of charge at the registered office of the Company during usual business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document for a period of 14 days or until Admission, whichever is the longer period.

 

 


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Placing - RNS