Source - RNS
RNS Number : 9911H
Raven Russia Limited
13 June 2017
 

13 June 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA.

 

Raven Russia Limited ("Raven Russia" or the "Company")

 

 

Result of Placing of Convertible Preference Shares

 

Publication of Circulars in connection with the approval of the Rule 9 Waivers and related party transactions, authority to issue shares, disapplication of pre-emption rights, amendment to the New Articles, Tender Offer, 2016 Annual Report, Notice of Annual General Meeting, Notice of General Meeting and Notices of Class Meetings

 

 

On 16 May 2017, the Board announced a proposed fundraising of approximately £100 million by way of a placing of new Convertible Preference Shares at 114 pence per share to be listed on TISE Official List and traded on the SETSqx platform of the London Stock Exchange.

 

The Company has secured firm commitments from new and existing investors to subscribe for an aggregate number of 89,766,361 Convertible Preference Shares in the Placing, amounting to approximately £102.3 million1 in aggregate.  The New Convertible Preference Shares will rank pari passu in all respects with Existing Convertible Preference Shares and will represent 45.2 per cent. of the Convertible Preference Shares in issue following Admission.

 

The Placing is conditional on, inter alia, Ordinary Shareholders, Convertible Preference Shareholders and Preference Shareholders passing the resolutions at the General Meeting (including, inter alia, the Rule 9 Waivers and related party transactions) and Class Meetings of Convertible Preference Shareholders and Preference Shareholders, to be held on 3 July 2017, necessary to authorise the issue of the New Convertible Preference Shares, and admission of the New Convertible Preference Shares to the TISE Official List. Application has been made to the TISE for the New Convertible Preference Shares to be admitted to the TISE Official List and to trading on the SETSqx platform of the London Stock Exchange on or around 4 July 2017.

 

On 13 March 2017, the Board of Raven Russia announced in its results for the year ended 31 December 2016 that the Company intended to offer to purchase 1 in every 26 Ordinary Shares by way of a tender offer at a price of 52p per share. If the maximum number of 26,220,304 Ordinary Shares is acquired (assuming no valid exercise of Warrants or conversion of Convertible Preference Shares in the period), this will result in an amount of £13.63 million being paid by the Company to Ordinary Shareholders. It is intended that the Ordinary Shares purchased under the Tender Offer will be cancelled and not available for re-issue. The Tender Offer is open to all holders of Ordinary Shares on the Company's register at 6.00 p.m. on Tuesday 11 July 2017, who may participate by tendering up to their pro rata entitlement of Ordinary Shares at 1 for 26 at 52p per share. Warrantholders or holders of Convertible Preference Shares who wish to participate in the Tender Offer will be required to exercise or convert (as the case may be) by 30 June 2017 in accordance with their terms. No Ordinary Shares will be purchased in relation to the Tender Offer unless the relevant resolution approving such Tender Offer to be proposed at the Annual General Meeting is passed.

 

The Company also announces that it will be posting today circulars including notices convening the General Meeting and Class Meetings, as applicable, to Ordinary Shareholders, Convertible Preference Shareholders and Preference Shareholders in respect of the Placing. The Company will also post to Ordinary Shareholders, Convertible Preference Shareholders and Preference Shareholders the 2016 Annual Report and a notice of the Annual General Meeting convened for 10.00 a.m. on 12 July 2017, together with a circular containing details of the Tender Offer. A copy of each of the circulars has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The circulars and the 2016 Annual Report will also shortly be available on the Company's website at www.ravenrussia.com.

 

1Assuming that all of the Resolutions (including the Waiver Resolutions and the RPT Resolutions) are passed.  If either of the Invesco Resolutions are not passed and each of the other Resolutions are passed, the minimum amount raised under the Placing will be £82,333,652. If either of the Woodford Resolutions are not passed and each of the other Resolutions are passed, the minimum amount raised under the Placing will be £59,333,652.  If (i) one or both of the Invesco Resolutions; and (ii) one or both of the Woodford Resolutions are not passed, the minimum amount raised under the Placing will be £39,333,653.

 

 

Further information

 

Raven Russia Limited                                                                             Tel: +44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

 

Novella Communications (PR Adviser)                                                      Tel: +44 (0) 20 3151 7008

Tim Robertson

Toby Andrews

 

N+1 Singer (UK Sponsor, Financial Adviser and Broker)                            Tel: +44 (0) 20 7496 3000

Corporate Finance - James Maxwell / Liz Yong

Sales - Alan Geeves / James Waterlow

 

Ravenscroft (TISE Sponsor)                                                                    Tel: +44 (0) 1481 729100

Semelia Hamon

 

 

Defined terms in this announcement shall have the same meaning as terms defined in the circular to Ordinary Shareholders dated today, 13 June 2017.

 

 

Expected Timetable

 



Announcement of the Placing

16 May 2017

Posting of Circulars

13 June 2017

General Meeting of the Company

2.00 p.m. on 3 July 2017

Class Meeting of the Preference Shareholders

2.30 p.m. on 3 July 2017 (or, if later, immediately after completion of the General Meeting)

Class Meeting of the Convertible Preference Shareholders

2.45 p.m. on 3 July 2017 (or, if later, immediately after completion of the class meeting of Preference Shareholders)

Expected completion of the Placing and Admission

by 8.00 a.m. on 4 July 2017

Annual General Meeting

10.00 a.m. on 12 July 2017

Announcement of results of Annual General Meeting and Tender Offer

by 8.00 a.m. on 13 July 2017

Payment of Tender Offer

by 21 July 2017

 

If any of the above times and/or dates change, the revised times and/or dates will be notified to Ordinary Shareholders by an announcement through the Regulatory Information Service of the London Stock Exchange. All references in this announcement are to London time unless otherwise stated.

 

ISINs and TIDMs of the Convertible Preference Shares

 

ISIN for the Existing Convertible Preference Shares

GG00BYVFCC74

ISIN for the New Convertible Preference Shares

GG00BYPB9J77

TIDM for the Existing Convertible Preference Shares

 

RUSC

TIDM for the New Convertible Preference Shares

RUC2

 

The New Convertible Preference Shares will initially trade under the ticker "RUC2" with ISIN GG00BYPB9J77 up to and including 29 September 2017 after which they will trade, together with the Existing Convertible Preference Shares, under the ticker "RUSC" with ISIN GG00BYVFCC74.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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