Result of Placing to raise £120.0 million
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
21 January 2020
IG Design Group PLC
("Design Group", the "Company" or the "Group")
Result of Accelerated Bookbuild to raise £120.0 million
IG Design Group plc, one of the world's leading designers, innovators and manufacturers of celebrations, gifting, stationery and creative play products, today announces that, further to the announcement made on 20 January 2020 regarding the proposed Bookbuild, the Company has placed 7,887,347 Ordinary Shares at the Placing Price of 694.0 pence per Ordinary Share as its First Tranche Placing and has conditionally placed 9,403,720 Ordinary Shares at the Placing Price of 694.0 pence per Ordinary Share as its Second Tranche Placing, together raising gross Placing proceeds of £120.0 million. The Placing was significantly oversubscribed.
Completion of the Second Tranche Placing is subject to, inter alia, shareholder approval to enable the allotment of the Second Tranche Placing Shares on a non pre-emptive basis, which will be sought at a General Meeting of the Company to be held at IG Design Group plc, 7 Water End Barns, Eversholt, Bedfordshire MK17 9EA, United Kingdom at 1.00 p.m. on 11 February 2020.
The Circular, containing further details of the Second Tranche Placing and convening the General Meeting is expected to be made available to Shareholders later today (on 21 January 2020) and will thereafter be available on the Company's website at: https://www.thedesigngroup.com/investors/reports-presentations/.
Once the First Tranche Placing Shares and Second Tranche Placing Shares are issued, the Placing Shares will represent approximately 21.9 per cent. of the Company's existing outstanding issued share capital and approximately 17.9 per cent. of the Enlarged Share Capital of the Company.
Canaccord Genuity is acting as Nominated Adviser, Sole Bookrunner and Sole Broker to the Company.
The terms used but not defined in this Announcement have the meaning given to them in the announcement published by the Company on 20 January 2020 regarding the proposed Bookbuild, unless otherwise stated.
Admission and dealings
Application will be made to the London Stock Exchange for the First Tranche Placing Shares to be issued pursuant to the Placing to be admitted to trading on AIM. The First Tranche Placing Shares will, when issued, rank pari passu in all respects with the Company's Existing Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid after their date of issue.
It is expected that Admission will become effective and dealings in the First Tranche Placing Shares will commence at 8.00 a.m. on or around 24 January 2020, with admission of and dealings in the Second Tranche Placing Shares expected to become effective by 8.00 a.m. on or around 12 February 2020, should all resolutions at the General Meeting be passed.
Paul Fineman, Chief Executive Officer of IG Design Group plc, said:
"We are delighted that both existing and new shareholders have shown their support for the Placing, with the proceeds allowing us to fund the cash consideration for the Acquisition of CSS Industries and providing further balance sheet capital to support our wider growth strategy. It is testament to the compelling rationale behind the combination of our business with CSS, the opportunities this brings, and the exciting growth trajectory of the Group as a whole. We are committed to delivering great value for our shareholders, and look forward to providing an update in due course."
For further information, please contact:
IG Design Group plc
Tel: 0152 588 7310
Paul Fineman, Chief Executive Officer
Giles Willits, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner and Sole Broker)
Tel: 0207 523 8000
Alex Aylen, Sales
Tel: 0203 405 0205
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.
About IG Design Group plc:
IG Design Group plc, the largest consumer gift packaging business in the world, is a designer, innovator and manufacturer of products that help people celebrate life's special occasions. Design Group works with more than 11,000 customers in over 80 countries throughout the UK, Europe, Australia and the USA. Its products are found in over 210,000 retail outlets, including several of the world's biggest retailers, for example Walmart, Tesco, Amazon, Carrefour and Aldi. Its brand, Tom Smith, also holds the Royal Warrant for the supply of Christmas crackers and Christmas wrapping paper to the Royal family.
Design Group is a diverse business operating across multiple regions, categories, seasons and brands. Its four major product categories are: Celebrations, Stationery and Creative Play, Gifting, and 'Not-for-resale' consumables. It offers customers a full end-to-end service from design through to distribution, offering both branded and bespoke products from the value-focused through to the higher-margin ends of the market. The acquisition of Impact Innovations Inc. has significantly increased the scale of the Group and added to the Celebrations category with seasonal home décor product range providing a further opportunity for growth.
The Company was admitted to the Alternative Investment Market of the London Stock Exchange in 1995 under the name 'International Greetings plc' and rebranded to IG Design Group plc in 2016. For further information please visit www.thedesigngroup.com.
The expected timetable relating to the Acquisition and Placing is set out below.
Announcement of the proposed Placing and the Acquisition
20 January 2020
Admission of the First Tranche Placing Shares
8.00 a.m. on 24 January 2020
Expected date for CREST accounts to be credited in relation to the First Tranche Placing Shares
24 January 2020
Dispatch of definitive share certificates (where applicable) in relation to new Ordinary Shares for First Tranche Placing
by 7 February 2020
Latest time and date for receipt of proxy appointments for the General Meeting
1.00 p.m. on 9 February 2020
1.00 p.m. on 11 February 2020
Announcement of the results of the General Meeting
11 February 2020
Expected Admission of the Second Tranche Placing Shares
8.00 a.m. on 12 February 2020
Expected date for CREST accounts to be credited in relation to the Second Tranche Placing Shares
12 February 2020
Dispatch of definitive share certificates (where applicable) in relation to new Ordinary Shares Second Tranche Placing Shares
by 26 February 2020
1. Certain of the events in the above timetable are conditional upon, amongst other things, the passing of the Resolutions at the General Meeting.
2. If any of the events contained in the indicative timetable should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
3. Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. The information in this Announcement is subject to change. This Announcement, is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement, is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, New Zealand, the Republic of Ireland, Switzerland, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement, is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, New Zealand, the Republic of Ireland, Switzerland, Japan, the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession 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 such jurisdictions.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities.
This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group or Canaccord Genuity or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this Announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement. Nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to past or future. Canaccord Genuity and its subsidiary undertakings, affiliates or any of its directors, officers, employees, advisers and agents accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.
Recipients of this Announcement and/or the circular who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement and/or the circular. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Canaccord Genuity is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person as a client in relation to the Placing, and Canaccord Genuity will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Canaccord Genuity's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
In connection with the Placing, Canaccord Genuity and any of its affiliates, acting as investors for its own account, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own account in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Canaccord Genuity and any of its affiliates acting as investors for its own account. In addition, Canaccord Genuity or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Canaccord Genuity has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect", "target", "anticipate", "could", "predict", "continue", "positioned", "risk" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, except where required to do so under applicable law.
Neither the contents of Design Group's website nor any website accessible by hyperlinks on Design Group's website is incorporated in or forms part of this Announcement.
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