NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan, South Africa, New Zealand or Switzerland. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published today by Luceco plc ("Luceco", or the "Company" and together with its subsidiaries the "Group") in connection with the proposed admission of the ordinary shares of the Company 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 plc (the "London Stock Exchange") (together "Admission"). Copies of the Prospectus will, following publication, be available for inspection at the Company's registered office at Stafford Park 1, Telford, Shropshire, TF3 3BD United Kingdom and will be available for inspection on the website of the Company at www.lucecoplc.com, subject to applicable securities laws.
17 October 2016
Pricing of Initial Public Offering
Initial Public Offering of 71,629,400 Shares at 130 pence per Share
Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange
Luceco, a manufacturer and distributor of high quality and innovative LED lighting products and wiring accessories, announces the successful pricing of its initial public offering (the "Offer") of 71,629,400 Shares at a price of 130 pence per share (the "Offer Price").
Luceco will admit its entire issued share capital of 160,800,000 ordinary shares of £0.0005 each (the "Shares") to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities (the "Main Market").
Conditional dealings will commence at 8.00 am on 17 October 2016 under the ticker LUCE and ISIN GB00BZC0LP49.
· The Offer Price has been set at 130 pence per Share, which translates to a market capitalisation of approximately £209.0 million.
· The Offer is expected to raise gross proceeds of £26.0 million for the Company.
· The Offer is expected to raise gross proceeds of £67.1 million for the Selling Shareholders, comprising EPIC Investments LLP, certain Directors and members of Luceco's management team.
· On Admission, EPIC Investments LLP will hold 24.3% of the Company's issued share capital, Giles Brand (Chairman) will hold 5.5%, John Hornby (CEO) will hold 20.8%1 and other members of Luceco's management team will hold 4.9%.
· The Offer comprises 71,629,400 Shares, representing approximately 44.5% of the Company's issued share capital on Admission.
· Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market, and the commencement of unconditional dealings, is expected to take place at 8.00 am on 20 October 2016.
· Numis Securities Limited ("Numis") is acting as Global Co-ordinator, Sponsor and Bookrunner in connection with the Offer and has been appointed as the Company's corporate broker. Rothschild is acting as Financial Adviser.
· Full details of the Offer will be included in the Prospectus, which is expected to be published later today and be available on the Company's website, www.lucecoplc.com, shortly thereafter.
John Hornby, Chief Executive of Luceco, commented:
"This IPO represents a significant landmark in Luceco's history and I am delighted to welcome our new shareholders to the register. We believe that listing on the London Stock Exchange will help boost the Group's profile, whilst also giving us the financial and operational flexibility to maintain our strong growth rate and pursue our development strategy to create further value for investors."
For further information, please contact
John Hornby, Chief Executive Officer
David Main, Chief Financial Officer
via MHP Communications
020 3128 8100
Numis Securities Limited
020 7260 1000
020 7280 5000
020 3128 8100
1. This includes the 1.4% shareholding of Philippa Hornby, John Hornby's wife
Notes to Editors:
Luceco is a rapidly growing manufacturer and distributor of high quality and innovative LED lighting products and wiring accessories for a global customer base.
The Group supplies trade distributors, retailers, wholesalers and project developers with a wide range of products which broadly fall into the following market recognised brands:
- Luceco: energy efficient LED lighting products and associated accessories;
- British General (BG): wiring accessories (including switches, sockets), circuit protection and cable management products;
- Masterplug: cable reels, extension leads, surge protection, timers and adaptor products; and
- Ross: television wall mounts, audio visual accessories and other items.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan, South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction. The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or other securities laws of the United States and may not be offered, sold, resold, delivered, distributed or otherwise transferred directly or indirectly in the United States, except pursuant to a registration statement that has been declared effective under the Securities Act or in transactions exempt from, or not subject to, registration. No public offering of securities is being made in the United States.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in any jurisdiction to whom or in which such offer, invitation or solicitation is unlawful, and in particular is not for distribution in or into Australia, Canada, Japan, South Africa, New Zealand, Switzerland or the United States. The Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or South Africa or to any resident thereof.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), other than the United Kingdom, who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
Any purchase of Shares in the Offer shall be made solely on the basis of the information contained in the Prospectus to be published by the Company in connection with the Offer and Admission.
Rothschild, which is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, and Numis, which is authorised and regulated by the FCA in the United Kingdom, are each acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis or Rothschild by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Numis or Rothschild accept any responsibility whatsoever, and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by or on behalf of either Numis or Rothschild, the Company, the Directors, or any other person, in connection with the Company, the Shares or the Offer and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis and Rothschild accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
This information is provided by RNS