THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 February 2018
Total Produce plc
("Total Produce" or the "Company")
Result of Placing
The Board of Total Produce is pleased to announce the successful completion of the placing of Ordinary Shares (the "Placing") announced this morning.
A total of 63 million new Ordinary Shares in Total Produce (the "Placing Shares") have been placed by Goldman Sachs International ("Goldman Sachs") and J&E Davy ("Davy") at a price of €2.30 per Placing Share (the "Placing Price"), raising gross proceeds of approximately €145 million or $180 million (before expenses). The Placing Shares represent approximately 19% of the Company's issued ordinary share capital (excluding treasury shares) prior to the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares (other than treasury shares which are non-voting and do not qualify for dividends), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue.
Applications have been made to the Irish Stock Exchange and to the London Stock Exchange for the Placing Shares to be admitted to trading on ESM and AIM respectively ("Admission"). It is expected that settlement of the Placing Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 5 February 2018. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company, Goldman Sachs and Davy (the "Placing Agreement") not being terminated in accordance with its terms.
Following Admission, the total number of shares in issue in the Company will be 387,829,462 (excluding 22,000,000 treasury shares).
Balkan Investment Unlimited Company, which together with related parties (including Arnsberg Investment Unlimited Company) (together "Balkan") is the largest shareholder in the Company, is a related party of the Company for the purposes of the AIM Rules and ESM Rules by virtue of its status as a substantial shareholder of the Company. Balkan has subscribed for approximately €27 million in the Placing at the Placing Price. The Independent Directors (excluding Carl McCann who is considered an Associate of Balkan under the AIM Rules and the ESM Rules) of Total Produce consider, having consulted with Davy, the Company's Nominated Adviser and ESM Adviser, that the terms of the placing with Balkan are fair and reasonable insofar as the Company's shareholders are concerned.
Goldman Sachs International ("Goldman Sachs") and J&E Davy ("Davy") are acting as Joint Bookrunners in respect of the Placing. Coöperatieve Rabobank U.A. ("Rabobank" or the "Co-Lead Manager") is acting as Co-Lead Manager in respect of the Placing.
The person responsible for arranging release of this Announcement on behalf of Total Produce is Frank Davis.