J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), Investec Bank plc (“Investec”) (together, the “Bookrunners”) and Canaccord Genuity Limited (“Canaccord” and together with the Bookrunners, the “Banks”) have placed a total of 28,900,000 new common shares of no par value (the “Placing Shares”) at a price of 450 pence per Placing Share (the “Placing Price”), raising gross proceeds of approximately £130m. The Placing Price represents a discount of 5.6% per cent. to the closing price on 11 April 2019. The net placing price of approximately 439 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 7.9% per cent. to the closing price on 11 April 2019. The Placing Shares being issued represent approximately 6.2% per cent. of the issued share capital of the Company prior to the Placing.
Applications have been made for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the “FCA”) and to trading on the main market of the London Stock Exchange (together “Admission”). It is expected that Admission will take place at 8.00 a.m. on 16 April 2019 at which time dealings in the Placing Shares will commence.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing common shares of no par value in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.
The Placing is conditional upon, amongst other things, Admission becoming effective by 8.00 a.m. on 16 April 2019 (or such later time and/or date as the Bookrunners may agree with the Company) and the placing agreement entered into by the Company with the Banks not being terminated in accordance with its terms before that time.
Total voting rights
Following Admission becoming effective, the Company's issued share capital will consist of 493,686,220 common shares with voting rights. Therefore, the total number of voting rights in the Company will be 493,686,220. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the disclosure guidance issued by the FCA and the transparency rules made by the FCA under section 89A(1) of the Financial Services and Markets Act 2000, as amended (“FSMA”) (together, the “Disclosure Guidance and Transparency Rules”).
Related party transactions
Canada Pension Plan Investment Board is a related party of the Company for the purposes of the listing rules made by the FCA under section 73A(2) of FSMA (the “Listing Rules”) and has participated in the Placing in respect of 1,100,000 Placing Shares at the Placing Price for a total consideration of approximately £5 million. The participation of Canada Pension Plan Investment Board constitutes a smaller related party transaction for the purposes of LR 11.1.10R of the Listing Rules.
Capital Guardian Trust Company and Capital Research and Management Company are related parties of the Company for the purposes of the Listing Rules and have participated in the Placing in respect of 6,100,000 Placing Shares at the Placing Price for a total consideration of approximately £27 million. The participation of Capital Guardian Trust Company and Capital Research and Management constitutes a smaller related party transaction for the purposes of LR 11.1.10R of the Listing Rules.