TIDMCIC
RNS Number : 9059N
Conygar Investment Company PLC(The)
28 September 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL
APPLICABLE SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014
("MAR") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT, THE
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR
THE PURPOSES OF MAR.
PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE
OF THIS ANNOUNCEMENT.
28 September 2023
The Conygar Investment Company PLC (the "Company")
Conygar ZDP PLC (the "Issuer")
Launch of ZDP Issue
Further to the announcement on 22 May 2023, the board of the
Company announces the issue of 15,000,000 zero dividend preference
shares ("ZDP Shares") by the Issuer to raise GBP15 million through
a placing (the "Placing") and parent subscription (the "Parent
Subscription" and together with the Placing the "Issue").The net
proceeds from the issue of the ZDP Shares are expected to be
utilised to further continue development of The Island Quarter site
in Nottingham City Centre.
-- ZDP Shares will be issued at an issue price of 100 pence per ZDP Share (the "Issue Price").
-- The term of the ZDP Shares will be five years.
-- The ZDP Shares will have a final capital entitlement of
153.86 pence per share, equivalent to a gross redemption yield of
9.0 per cent.
-- None of the Issuer, the Company nor any member of the
Company's group will issue further zero dividend preference shares
at a price which has the effect of reducing the cover for the ZDP
Shares, at the time of such issue, below 2 times.
Institutional investors wishing to participate in the Placing
should contact their usual Liberum sales representative ahead of
the latest time and date for receipt of commitments under the
Placing, being 3.00 p.m. on 29 September 2023.
Upon completion of the Placing, the Company will publish a
listing document (the "Listing Document") to enable the ZDP Shares
to be admitted to the Official List of The International Stock
Exchange.
The Listing Document is expected to be published on 3 October
2023. Applications will be made to The International Stock Exchange
for the ZDP Shares issued pursuant to the Issue to be admitted to
the Official List of The International Stock Exchange
("Admission"). It is expected that Admission will become effective
at 8.00 a.m. on 4 October 2023.
Enquiries:
The Conygar Investment Company +44 (0) 20 7258 8670
PLC Robert Ware / David Baldwin
Liberum Capital Limited
Financial Adviser and Sole Bookrunner +44 (0)20 3100 2000
Chris Clarke / Darren Vickers
/ Owen Matthews / Will King
Nominated Adviser and Broker +44 (0)20 3100 2185
Richard Lindley /Jamie Richards
Temple Bar Advisory (Public +44 (0)7795 425580
Relations) Alex Child-Villiers
+44 (0)7827 960151
Will Barker
IMPORTANT NOTICE
This announcement contains inside information for the purposes
of Article 7 of MAR. Upon publication of this announcement, the
inside information is now considered to be in the public domain for
the purposes of MAR. The person responsible for arranging the
release of this announcement on behalf of the Issuer and the
Company is David Baldwin.
The value of the ZDP Shares can fall as well as rise due to
stock market movements. If you sell your investment prior to the
redemption date, you may get back less than you originally
invested. The final capital entitlement is not guaranteed.
Liberum, which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting
exclusively for the Issuer and the Company in connection with the
Issue, Admission and any other matter referred to in this
announcement. Liberum will not regard any other person as its
client in relation to the Issue, Admission or any other transaction
or arrangement referred to in this announcement and will not be
responsible to anyone other than the Issuer and the Company for
providing the protections afforded to its clients or for providing
any advice in relation to the Issue, Admission or any other
transaction or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Liberum by FSMA or the regulatory regime
established thereunder, Liberum does not make any representation,
express or implied, in relation to, nor accepts any responsibility
whatsoever for, the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in
connection with the Issuer, the Company, the ZDP Shares, the Issue,
Admission or any other transaction or arrangement referred to in
this announcement, and nothing in this announcement is or shall be
relied upon as a promise or representation in this respect, whether
as to the past or future. Liberum and its affiliates accordingly,
to the fullest extent permissible by law, disclaim all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, contract or otherwise which it or they
might otherwise have to any person, other than the Issuer and the
Company, in respect of this announcement or any such statement.
This announcement is only directed at persons in the United
Kingdom who are qualified investors within the meaning of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC as it forms
part of the domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (as amended) and who also (i)
have professional experience in matters relating to investments and
who are investment professionals within the meaning of Article
19(5) of the Order; or (ii) fall within article 49(2) of the Order
(including certain high net worth companies, unincorporated
associations or partnerships and the trustees of high value trusts,
or other respective directors, officers or employees as described
in article 49 of the Order); or (iii) are other persons to whom
this announcement for the purposes of section 21 of FSMA can
otherwise lawfully be made without further action (together
"Relevant Persons"). This announcement must not be acted on or
relied on in the United Kingdom, by persons who are not Relevant
Persons.
The ZDP Shares have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or under any 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
or to or for the account or benefit of any U.S. person (within the
meaning of Regulation S under the Securities Act) except pursuant
to an applicable exemption from, or a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Issuer has not been, and
will not be, registered under the U.S. Investment Company Act of
1940, as amended. No public offering of securities is being made in
the United States.
Relevant clearances have not been, and will not be, obtained
from the securities commission (or equivalent) of any province of
Canada, Australia, New Zealand, the Republic of South Africa,
Japan, any member state of the European Economic Area or any other
jurisdiction where local law or regulations may result in a risk of
civil, regulatory, or criminal exposure or prosecution if
information or documentation concerning the Issue and/or Admission
and/or this announcement is sent or made available to a person in
that jurisdiction (each a "Restricted Jurisdiction") and
accordingly, unless an exemption under any relevant legislation or
regulations is applicable, none of the ZDP Shares may be offered,
sold, renounced, transferred or delivered, directly or indirectly,
in any Restricted Jurisdiction.
This announcement does not constitute, and may not be construed
as, an offer to sell or a solicitation of an offer to buy or
subscribe for ZDP Shares in any jurisdiction including, without
limitation, the United States and any Restricted Jurisdiction. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase ZDP Shares.
The Unregulated Collective Investment Schemes and Close
Substitutes Instrument 2013 (the "NMPI Regulations") extend the
application of the existing UK regime restricting the promotion of
unregulated collective investment schemes by FCA authorised persons
(such as independent financial advisers) to other "non-mainstream
pooled investments" ("NMPIs"). Consequently, financial advisers,
including authorised independent financial advisers, are restricted
from promoting NMPIs to retail investors who do not meet certain
high net worth tests or who cannot be treated as sophisticated
investors. The Issuer is an NMPI for the purposes of the NMPI
Regulations. Accordingly, the promotion of the ZDP Shares to retail
investors is restricted.
None of the Issuer, the Company, Liberum or any of their
respective affiliates accepts any responsibility or liability
whatsoever for, or makes or gives any representation, warranty,
undertaking or other assurance, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from this announcement) or any other information
relating to the Issuer, the Company, the ZDP Shares, the Issue
and/or Admission, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
content or otherwise arising in connection therewith. The Issuer,
the Company, Liberum and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its content or otherwise arising in connection
therewith.
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. The information contained in this announcement is given
at the date of its publication (unless otherwise marked) and is
subject to updating, revision and amendment from time to time. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement contains statements that are, or may be deemed
to be, "forward-looking statements" with respect to certain of the
Issuer's and/or the Company's current expectations and projections
about future events and the Company's group future financial
condition and performance. These forward-looking statements can
sometimes be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "anticipates",
"forecasts", "projects", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
all matters that are not historical facts. Any forward-looking
statements in this announcement reflect the current beliefs and
expectations of the directors of the Issuer and of the Company and
involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Issuer's and the Company's control
and difficult to predict, that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statements. Given these uncertainties, prospective investors are
cautioned not to place any undue reliance on such forward-looking
statements.
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END
MSCLRMRTMTITBTJ
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