THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, JERSEY OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO.
Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution 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), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa.
24 February 2015
GLI Finance Limited
("GLI" or the "Company")
Results of Placing
GLI, a specialist provider of finance to small and medium sized enterprises, is pleased to confirm details of the conditional placing announced on 23 February 2015 (the "Placing").
A total of 34,500,000 new ordinary shares in the Company (the "Placing Shares") have been placed at a price of 58 pence per Placing Share (the "Placing Price") (in aggregate approximately £20.0 million) with new and existing institutional and other investors. The Placing Shares being issued represent 16.6 per cent. of the Company's existing issued share capital.
Completion of the Placing remains subject, inter alia, to the passing of a special resolution to disapply pre-emption rights in respect of the Placing Shares at an extraordinary general meeting being convened for 16 March 2015, and on the admission of the Placing Shares to trading on AIM ("Admission") and to receiving consent from the Jersey Financial Services Commission to an offer for subscription, sale or exchange of the Company's ordinary shares pursuant to Article 8(2) of the Control of Borrowing (Jersey) Order 1958.
The Company will apply for Admission, conditional upon shareholder approval, to trading on AIM. It is expected that a circular to convene the extraordinary general meeting will be posted shortly, at which time the expected timetable for Admission will be confirmed.
Enquiries
GLI Finance Limited
Geoffrey Miller
+1 203 916 0003
+44 7408 830719
Panmure Gordon (Nominated Adviser and Corporate Broker)
Dominic Morley
+44 (0)20 7886 2954
Peter Steel
+44 (0)113 357 1152
Tom Salvesen
+44 (0)20 7886 2904
Camarco (PR Advisor)
Ed Gascoigne-Pees
+44 (0)203 757 4984
+44 (0)788 400 1949
Hazel Stevenson
+44 (0)203 757 4989
+44 (0)798 600 9720
This Announcement is for information only and does not contain or constitute an offer of, or the solicitation of an offer to buy, securities in Australia, Canada, Japan, South Africa or the United States or any jurisdiction in which the same 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 "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian, Japanese or South African securities laws, as applicable. No public offer of the Company's securities is being or will be made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. No action has been taken by the Company or Panmure Gordon that would permit an offering of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Panmure Gordon to inform themselves about, and to observe, any such restrictions.
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 as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or by any of its 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 hereby expressly disclaimed.
Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority ("FCA"), is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for providing advice in relation to the Placing.
This Announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful.
Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor Panmure Gordon assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947 against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving the Consent the Commission takes no responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it.