TIDMRCDO
RNS Number : 9079E
Ricardo PLC
11 November 2020
EMBARGOED FOR 7.01AM ON 11 NOVEMBER 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF RICARDO PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
FOR IMMEDIATE RELEASE
11 November 2020
Ricardo Plc
(" Ricardo Plc " or the " Company " ) ( LON : RCDO )
PrimaryBid.com Offer
Ricardo Plc ( LON : RCDO ), the LSE listed global engineering,
environmental and strategic consultancy business, is pleased to
announce, a conditional offer for subscription via PrimaryBid (the
"Retail Offer") of ordinary shares of 25 p each in the Company
("Retail Shares") at an issue price of 333 pence per New Ordinary
Share (the "Issue Price"), being a discount of 9.76 per cent to the
closing mid-price on 10 November 2020. The Company is also
conducting a placing of ordinary shares (the "Placing Shares") at
the Issue Price by way of an accelerated bookbuild process (the
"Placing") as announced earlier today.
The Retail Offer and the Placing are conditional on the Retail
Shares to be issued pursuant to the Retail Offer and the Placing
Shares to be issued pursuant to the Placing being admitted to
trading on LSE ("Admission"). Admission is expected to be take
place at 8.00 a.m. on 13 November 2020 . The Retail Offer will not
be completed without the Placing also being completed.
Reasons for the Retail Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the Offer. The Company is therefore making the
Retail Offer available exclusively through PrimaryBid.com.
Use of Proceeds
The net proceeds of the Retail Offer will be used alongside the
net proceeds from the Placing to pay down drawn debt facilities,
resulting in increased headroom, lower net debt and lower adjusted
leverage, and providing greater flexibility to:
-- Capitalise on opportunities for organic investment as they arise;
-- Meet working capital requirements associated with revenue growth; and
-- Enable Management to run the business for the medium-term in
an unencumbered way, as the market recovers.
Details of the Offer
It is a term of the Retail Offer that the total quantum of the
Retail Shares available for subscription at the Placing Price shall
be the lower of (i) 10 per cent. of the Placing and (ii) EUR8
million, as is legally required (equivalent to approximately GBP7.2
million at the exchange rate of EUR1.1189 : GBP1 on 10 November
2020). Accordingly, the Company is not required to publish, and has
not published, a prospectus in connection with the Retail Offer as
it falls within the exemption set out in section 86(1)(e) and 86(4)
of the Financial Services and Markets Act 2000, as amended
("FSMA"). The Retail Offer is not being made into any jurisdiction
where it would be unlawful to do so. In particular, the Retail
Offer is being made only to persons who are, and at the time the
Retail Shares are subscribed for, will be outside the United States
and subscribing for the Retail Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S ("Regulation
S") under the U.S Securities Act of 1933, as amended (the
"Securities Act"). Persons who are resident or otherwise located in
the United States will not be eligible to register for
participation in the offer through PrimaryBid or subscribe for
Retail Shares.
Applications have been made (i) to the Financial Conduct
Authority for the admission of the Retail Shares to the premium
listing segment of the Official List; and (ii) to London Stock
Exchange plc for admission of the Retail Shares to trading on its
main market for listed securities (together, "Admission").
Settlement for the Retail Shares and Admission is expected to
take place on or before 8.00 a.m. on 13 November 2020. The Retail
Offer is conditional upon, inter alia, Admission becoming
effective. The Retail Offer is also conditional upon the placing
agreement between the Company, Investec Bank PLC and Liberum
Capital Limited (the "Placing Agreement") becoming unconditional
and not being terminated.
The Retail Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Company's existing Ordinary Shares.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com . The terms and conditions on which the
Retail Offer is made, including the procedure for application and
payment for Retail Shares, is available to all persons who register
with PrimaryBid.com.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Shares and any
investment in the Company carry a number of risks. Investors should
make their own investigations into the merits of an investment in
the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment,
taxation or legal advice. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's Ordinary Shares if they are in any doubt.
Ricardo Plc +44 (0) 1273 455611
Dave Shemmans, Chief Executive Officer Website: www.ricardo.com
Ian Gibson, Chief Financial Officer
PrimaryBid Limited + 44 (0) 203 026
James Deal / Fahim Chowdhury 4750
Rothschild & Co (Financial Adviser to the Tel: +44 (0) 20
Company) 7280 5000
Aadeesh Aggarwal
Peter Nicklin
Helena Somervail
Alexander Mitteregger
Newgate Communications (Financial PR) Tel: +44 (0) 20
Adam Lloyd 7653 9842
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL 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 THE SECURITIES LAWS OF SUCH JURISDICTIONS. NO PUBLIC
OFFERING OF THE RETAIL SHARES OR THE PLACING SHARES IS BEING MADE
IN ANY JURISDICTION.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in or into the United States except
pursuant to an applicable 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. No public offering of the
Placing Shares is being made in the United States.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Retail Offer and no such prospectus
is required (in accordance with the Prospectus Regulation) to be
published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results, are
forward--looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward--looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number
of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these
forward--looking statements. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as changes in taxation or fiscal
policy, future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of governments
or governmental regulators, or other risk factors, such as changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence,
on a global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so
by applicable law or regulation.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Retail Offer.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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 Retail Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. 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
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share, income, cash flow from operations or free cash flow for
the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share, income, cash flow from operations or free cash
flow for the Company.
N. M. Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting for the Company and no one else in relation to the
transactions and arrangements described in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of N. M. Rothschild
& Sons Limited nor for providing advice in relation to the
proposed transaction.
The Retail Shares and the Placing Shares will not be admitted to
trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.
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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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END
IOEURUORRUUAAUA
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