Marshalls plc
(“Marshalls”, the “Company” or the “Group”)
Results of Accelerated Bookbuild
Marshalls is pleased to announce the results of the Capital Raising which was announced yesterday. 28,824,114 New Ordinary Shares are to be issued pursuant to the Capital Raising, at an issue price of 650 pence per New Ordinary Share (the “Offer Price”), raising gross proceeds of approximately £187m, subject to, inter alia, the Resolution approving the Acquisition being duly passed at the General Meeting which is expected to be held on 28 April 2022.
The Offer Price of 650 pence per New Ordinary Share represents a discount of 6.1% to the Closing Price of 692.5 pence per Ordinary Share on 6 April 2022 (being the day of announcement of the Capital Raising).
The 28,824,114 New Ordinary Shares to be issued pursuant to the Capital Raising are expected to represent 11.4% of the Enlarged Share Capital.
The Consideration Shares
24,092,457 Consideration Shares are expected to be issued to Inflexion and Marley management Sellers.
The 22,058,824 Consideration Shares expected to be issued to Inflexion are expected to represent 8.7% of the Enlarged Share Capital, and will be subject to a six month lock-up period, subject to certain customary exemptions.
The 2,033,633 Consideration Shares expected to be issued to Marley's management Sellers are expected to represent 0.8% of the Enlarged Share Capital, and will be subject to a twelve month lock-up period, subject to certain customary exemptions.
Firm Placing
A total of 13,435,487 New Ordinary Shares have been successfully placed via the Firm Placing at the Offer Price, raising gross proceeds of approximately £87m. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer. The Firm Placing Shares are not subject to clawback under the Open Offer.
The Firm Placees will not be entitled, by virtue of their subscription for Firm Placed Shares, to participate in the Open Offer (but this is without prejudice to any right they may have to participate in the Open Offer to the extent that any such Firm Placee separately has any Open Offer Entitlements).
Placing and Open Offer
The Company is to issue 15,388,627 New Ordinary Shares pursuant to the Placing and Open Offer, to proceeds of approximately £100m. Such Open Offer Shares, which are subject to clawback under the Open Offer, are being conditionally placed with institutional and other investors.
Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Offer Price, subject to the terms and conditions of the Open Offer, up to a maximum of their pro rata entitlement on the Record Date, which shall be calculated on the basis of:
1 New Ordinary Share for every 13 Existing Ordinary Shares
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements will be aggregated and will be made available under the Excess Application Facility.
Pursuant to the Placing, Numis and Peel Hunt have placed all the Open Offer Shares at the Offer Price with institutional and other investors. The commitments of these Placees under the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions and the Placing Agreement not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the Placees, with the net proceeds of the Placing retained for the benefit of the Company.
As part of the Open Offer, Qualifying Shareholders are also being given the opportunity to apply for additional Open Offer Shares to the extent that other Qualifying Shareholders do not apply for their basic Open Offer Entitlements in full or in respect of aggregate fractional entitlements to Open Offer Shares (“Excess Open Offer Shares”) at the Offer Price through the Excess Application Facility. The total number of Open Offer Shares is fixed and will not be increased in response to any applications under the Excess Application Facility. If applications under the Excess Application Facility are received for more than the number of Excess Open Offer Shares available following take up of basic Open Offer Entitlements, applications will be scaled back at the Company's absolute discretion. Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, at their absolute discretion, and no assurance can be given that the application for Excess Open Offer Shares will be met in full or in part or at all.
The Capital Raising is subject to settlement underwriting, whereby each Joint Bookrunner has severally (and not jointly or jointly and severally) agreed with the Company, on the terms and subject to the conditions set out in the Placing Agreement, that in the event any Placee fails to subscribe for any Firm Placing Shares or Open Offer Shares allotted to it, to take up such Firm Placing Shares or Open Offer Shares itself at the Offer Price in the agreed proportions as set out in the Placing Agreement.
Applications will be made for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together, “Admission”). Admission is expected to become effective on 29 April 2022.
The Company consulted with a number of its major shareholders prior to the Capital Raising and has respected the principles of pre-emption through the allocation process insofar as possible. The Company is pleased by the strong support it has received from its existing shareholders.
Additionally, Justin Lockwood (the Chief Financial Officer of the Company) (via a person closely associated with him) has agreed to subscribe for 7,692 Firm Placing Shares at the Offer Price for an aggregate consideration of £49,998.
The Directors intend to subscribe for such number of Open Offer shares equal to their basic entitlements representing, in aggregate, approximately £200,246 at the Offer Price.
abrdn is a substantial shareholder of the Company and a related party of the Company for the purposes of UK Listing Rule 11. Pursuant to the Firm Placing, abrdn has agreed to subscribe for 2,034,730 New Ordinary Shares at the Offer Price for an aggregate consideration of approximately £13.2m. Pursuant to the Placing, abrdn has agreed to subscribe for 2,333,023 Open Offer shares at the Offer Price for an aggregate consideration of approximately £15.2m, which is subject to clawback in respect of the Open Offer. This transaction is classified as a smaller related party transaction under LR 11.1.10R(1) and is disclosed in accordance with LR11.1.10R(2)(c).