£15.10m
0.000p
29.50p
Oakdene Homes PLC
09 May 2008
Please Issue a Correction
Original Announcement 0454U
Original Date: 09 May 2008
Original Time: 07.02
Area for correction: Fourth to final paragraph, alteration to the number of
shares individual directors have subsribed to.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA
Oakdene Homes Plc
("Oakdene" or the "Company")
Placing of new ordinary shares
by Panmure Gordon to raise up to £9.75 million (net)
Oakdene Homes Plc (AIM:OKD), an established residential development company
specialising in high quality new build and conversion properties in sought-after
locations, is pleased to announce details of a proposed placing ("Placing") of
new ordinary shares of 1 pence each at 50 pence per share to raise up to £9.75
million (net of expenses). The Placing is subject to Shareholder approval at the
Company's Annual General Meeting ("AGM") to be held on 4 June 2008.
A circular ("Circular"), including the notice of AGM, will be posted on 9 May
2008 in connection with the Placing.
Background to and reasons for the Placing
The proceeds of the Placing will provide the Company with working capital for
the growth of the business and with flexibility to take advantage of any future
potential acquisition opportunities. Acquisitions may be of development land
where the current owner lacks the resources to finance the development or of
smaller development companies with a healthy land bank. Oakdene has successfully
acquired companies in the past and has a proven record in obtaining planning
permission to enhance the value of its land.
The Company's land bank
The Directors estimate that the current open market value of its land bank could
be in the region of £109 million as opposed to the £85.5 million shown on the
historical cost basis in the Company's annual report and accounts for the
financial year ended 31 December 2007. The Directors estimate that with the
benefit of planning permission the land bank could be worth up to £169 million.
Based on these estimates the net asset value per Ordinary Share on a historic
cost basis excluding goodwill before implementation of the Placing was 96 pence,
at current market value it would be 178 pence per share and with full planning
permission 323 pence per share. Following the Placing, assuming full
subscription, the net asset value per Ordinary Share at current market value
would be 120 pence and with full planning permission 217 pence per share.
The Company's current land bank comprising sites fully owned, sites being
developed with a joint venture partner where the Company has the majority share
of resultant profit and sites where contracts have been exchanged or option
agreements signed totals around 1,800 units. There are approximately 3,000
further units on which the Company is in exclusive negotiations or has agreed
terms subject to planning.
The Company is targeting to sell around 200 units in 2008 at an average selling
price of £260,000.
The Placing
The Company proposes to raise approximately £9.75m (net of expenses and assuming
subscription in full) from the issue of up to 20,000,000 new ordinary shares of
1 pence each ("Placing Shares") at 50 pence per share.
The Company has today entered into a placing agreement ("Placing Agreement")
with Panmure Gordon (UK) Limited ("Panmure Gordon"), pursuant to which Panmure
Gordon has agreed to act as agent for the Company and to use its reasonable
endeavours to procure subscribers for the Placing Shares. The Placing is not
being underwritten.
The Placing Shares will represent approximately 33% of the enlarged issued share
capital of the Company immediately following admission of the Placing Shares to
trading on AIM ("Admission") (assuming subscription in full of the Placing
Shares).
The Placing is conditional, inter alia, upon:
• the passing of resolutions 8 to 10 at the AGM, as set out in the
notice of AGM contained in the Circular; and
• Admission becoming effective by not later than 8.00 a.m. on 5 June
2008 or such later time and/or date as may be agreed between Panmure and the
Company, being not later than 3.00 p.m. on 13 June 2008.
The Placing Agreement contains various warranties, customary for an agreement of
its type, given by the Company with respect to its business and certain matters
connected with the Placing. In addition, the Company has given indemnities to
Panmure Gordon in connection with the Placing and the performance by Panmure
Gordon of the services in relation to the Placing.
Application has been made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that Admission of the Placing
Shares will become effective on AIM and that dealings will commence on AIM at
8.00 a.m. on 5 June 2008.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares of the Company and will be issued
subject to the memorandum and articles of association of Oakdene. The Placing
Shares will therefore not be entitled to receive the final dividend in respect
of the year ended 31 December 2007. The terms of the Placing are set out in the
appendix to this announcement.
Carl Turpin has agreed to subscribe for a minimum of 1,500,000 Placing Shares
and Philip Stephens, Robert Boot, Alan Clarke and Timothy Hearley have agreed to
subscribe for 30,000 Placing Shares, 100,000 Placing Shares, 31,108 Placing
Shares and 14,000 Placing Shares respectively, in each case as part of the
Placing.
Further information in relation to subscriptions as part of the Placing will be
announced to the market via a regulatory information service in due course.
The Circular will be available on the Company's web site
http://www.oakdene-homes.co.uk from 12 May 2008.
Carl Turpin, Chief Executive of Oakdene, commenting on the Placing said:
"We are delighted to have received such support for the proposed fundraising
from institutional investors and will look to use the proceeds to grow the
business organically and also through acquisition should appropriate
opportunities arise."
- Ends -
For further information:
Oakdene Homes Plc
Carl Turpin, Chief Executive Tel: +44 (0)173 7249393
Robert Boot, Finance Director
Panmure Gordon
Dominic Morley (Corporate Finance) Tel: +44 (0)207 4593600
Mark Lander (Corporate Broking)
Media enquiries:
Bell Pottinger
Zoe Sanders Tel: +44 (0)207 8613232
Rosanne Perry
Panmure Gordon (UK) Limited, which is authorised and regulated in the United
Kingdom by The Financial Services Authority, is advising the Company and no-one
else in connection with the Placing and will not be responsible to any person
other than the Company for providing the protections afforded to their clients
or for advising any other person in relation to the Placing.
This announcement has been issued by, and is the sole responsibility of, the
Company. This announcement does not constitute an offer to underwrite, subscribe
or otherwise acquire or dispose of any Placing Shares or other shares in the
Company in which such an offer or solicitation is unlawful and is not for
distribution in or into Canada, Japan, the United States, Australia or South
Africa.
The Ordinary Shares have not been, and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities legislation of any state of the United States, and may not be offered
or sold in the United States. The relevant clearances have not been, and will
not be, obtained from the Securities Commission of any province or territory of
Canada; no document in relation to the Placing has been, or will be, lodged
with, or registered by, The Australian Securities and Investments Commission; no
registration statement has been, or will be, filed with the Japanese Ministry of
Finance in relation to the Placing; and no registration statement has been, or
will be, filed with the Irish Stock Exchange in relation to the Placing.
Accordingly, subject to certain exceptions, the Placing Shares may not, directly
or indirectly, be offered or sold within the United States, Canada, Australia,
Japan or the Republic of Ireland or offered or sold to a resident of the United
States, Canada, Australia, Japan or South Africa.
The contents of this announcement are not to be construed as legal, financial or
tax advice. If necessary, each recipient of this announcement should consult
his, her or its own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as 'intends',
'expects', 'anticipates', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
therefore undue reliance should not be placed on such forward-looking
statements. Forward-looking statements speak only as of the date they are made
and the Company undertakes no obligation to update publicly any of them in light
of new information or future events except as required by the AIM Rules for
Companies. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements.
APPENDIX
This appendix contains important information for Placees (as defined below) in
the United Kingdom. Members of the public are not eligible to take part in the
Placing. This appendix and the terms set out herein are directed only at persons
in the United Kingdom selected by Panmure Gordon who have professional
experience in matters relating to investments and are "investment professionals"
within the meaning of Article 19 (5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), are persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order or are otherwise persons to
whom it may lawfully be communicated (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to which the
terms and conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
The new Ordinary Shares that are the subject of the placing (the "Placing
Shares") are not being offered or sold to any person in the European Union,
other than to qualified investors as defined in section 86(7) of the Financial
Services and Markets Act 2000 ("FSMA"), being persons falling within Article 2.1
(e)(i), (ii) or (iii) of Directive 2003/71/EC (the "Prospectus Directive"),
which includes legal entities which are regulated by the financial services
authority (the "FSA") or entities which are not so regulated whose corporate
purpose is solely to invest in securities or other persons to whom the Placing
Shares may otherwise be lawfully offered or sold without the publication of a
Prospectus.
Terms of the Placing
If a Relevant Person chooses to participate in the Placing by making or
accepting an offer to acquire Placing Shares (each such Relevant Person whose
participation is accepted by Panmure Gordon in accordance with this appendix
being hereinafter referred to as a "Placee" and together, as the "Placees") it
will be deemed to have read and understood this announcement and this appendix
in its entirety and to be making or accepting such offer on the terms and to be
providing the representations, warranties and acknowledgements, contained in
this appendix.
The Placing Shares referred to in this announcement have not been and will not
be registered under the Securities Act of 1933 (the "Securities Act") or the
securities laws of any state of the United States of America (the "United
States"), and may not be offered or sold, taken up, delivered or transferred
(directly or indirectly) and will not qualify for sale within the United States.
There will be no public offer of the Placing Shares in the United States. The
Placing Shares have not been recommended, approved or disapproved by any United
States federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or
determined the adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States. The Placing Shares will not be
lodged or registered with the Australian Securities and Investments Commission
under Australia's Corporations Law and are not being offered for subscription or
sale and may not be directly or indirectly offered, sold or delivered in or into
Australia or for the account or benefit of any person or corporation in (or with
a registered address in) Australia. The relevant clearances have not been, and
will not be obtained from the Ministry of Finance of Japan and no circular in
relation to the Placing Shares has been or will be lodged with or registered by
the Ministry of Finance of Japan. The Placing Shares may not therefore be
offered or sold, directly or indirectly, in or into Japan, its territories and
possessions and any areas subject to its jurisdiction. The approval of the South
African Exchange Control Authorities has not been, and will not be, obtained in
relation to the Placing Shares. The Placing Shares may not therefore be offered
or sold directly or indirectly in or into South Africa.
This announcement and appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction. The distribution of this announcement and the placing and issue of
the Placing Shares in certain jurisdictions may be restricted by law. Persons to
whose attention this announcement has been drawn are required by the Company and
Panmure Gordon to inform themselves about and to observe any such restrictions.
1. Panmure Gordon will arrange the Placing as agent for and on behalf of the
Company. Participation will only be available to persons invited to
participate by Panmure Gordon. Panmure Gordon will determine in its
absolute discretion the extent of each Placee's participation in the
Placing, which will not necessarily be the same for each Placee.
2. The price payable per Placing Share shall be the Placing Price.
3. A Placee's commitment to subscribe for a fixed number of Placing Shares
will be agreed with and confirmed to it orally by Panmure Gordon (the
"Placing Commitment") and a contract note (a "Contract Note") will be
dispatched as soon as possible thereafter. The oral confirmation to the
Placee by Panmure Gordon (the "Oral Confirmation") constitutes an
irrevocable, legally binding contractual commitment to Panmure Gordon (as
agent for the Company) to subscribe for the number of Placing Shares
allocated to it on the terms set out in this appendix.
4. Commissions will not be paid to Placees in connection with the Placing.
5. Panmure Gordon has the right, inter alia, to terminate the agreement
entered into between Panmure Gordon and the Company in connection with the
Placing (the "Placing Agreement") (after such consultation with the
Company as the circumstances may allow) at any time prior to Admission if,
inter alia, (i) any of the warranties contained in the Placing Agreement
are untrue or misleading in any material respect; or (ii) there occurs an
event of force majeure. If the Placing Agreement is terminated prior to
Admission, the Placing will lapse and the rights and obligations of the
Placees hereunder shall cease and determine at such time and no claim can
be made by any Placee in respect thereof. In such event, all monies (if
any) paid by the Placees to Panmure Gordon at such time shall be returned
to the Placees at their sole risk without any obligation on the part of
the Company or Panmure Gordon or any of their respective affiliates to
account to the Placees for any interest earned on such funds. The Placees
acknowledge and agree that the Company and Panmure Gordon may exercise
their contractual rights to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments.
6. Neither Panmure Gordon nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of the exercise of its contractual rights to waive
or to extend the time and/or date for the satisfaction of any condition in
the Placing Agreement or in respect of the Placing generally.
7. Each Placee acknowledges to, and agrees with, Panmure Gordon for itself
and as agent for the Company, that except in relation to the information
in this announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing.
8. Settlement of transactions in the Placing Shares following Admission will
take place within CREST, subject to certain exceptions. Panmure Gordon
reserves the right to require settlement for and delivery of the Placing
Shares to the Placees in such other means that it deems necessary if
delivery or settlement is not possible within CREST within the timetable
set out in this announcement or would not be consistent with the
regulatory requirements in the jurisdictions of such Placees.
9. It is expected that settlement of the Placing will occur on 5 June 2008,
on which date each Placee must settle the full amount owed by it in
respect of the Placing Shares allocated to it. Panmure Gordon may (after
consultation with the Company) specify a later settlement date (or dates)
at its absolute discretion. Payment must be made in cleared funds. The
payment instructions for settlement in CREST and settlement outside of
CREST will be set out in the Contract Note. The trade date of the Placing
Shares is 8 May 2008. Interest is chargeable daily on payments to the
extent that value is received after the due date at the rate per annum of
2 percentage points above the Barclays Bank plc base rate. If a Placee
does not comply with these obligations, Panmure Gordon may sell the
Placing Shares allocated to such Placee (as agent for such Placee) and
retain from the proceeds, for its own account, an amount equal to the
Placing Price plus any interest due. The relevant Placee will, however,
remain liable, inter alia, for any shortfall below the Placing Price and
it may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
its Placing Shares on its behalf. Time shall be of the essence as regards
the obligations of Placees to settle payment for the Placing Shares and to
comply with their other obligations under this appendix.
10. If Placing Shares are to be delivered to a custodian or settlement agent
of a Placee, the relevant Placee should ensure that its Contract Note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are to be registered in the name
of a Placee or that of its nominee or in the name of any person for whom
the Placee is contracting as agent or that of a nominee for such person,
such Placing Shares will, subject as provided below, be so registered free
from any liability to UK stamp duty or stamp duty reserve tax.
Representations and Warranties by Placees
By participating in the Placing, each Placee (and any persons acting on its
behalf):
1. represents and warrants that it has read this announcement in its entirety
and acknowledges that its participation in the Placing will be governed by
the terms of this appendix and press release and the Placing Agreement;
2. represents, warrants and undertakes that it will subscribe for the Placing
Shares allocated to it in the Placing and pay up for the same in
accordance with the terms of this appendix failing which the relevant
Placing Shares may be placed with other subscribers or sold as Panmure
Gordon determines and without liability to such Placee;
3. undertakes and acknowledges that its obligations under the Placing are
irrevocable;
4. represents and warrants that it is entitled to subscribe for Placing
Shares under the laws of all relevant jurisdictions which apply to it and
that it has fully observed such laws and obtained all such governmental
and other guarantees and other consents which may be required thereunder
and complied with all necessary formalities;
5. acknowledges that it is not entitled to rely on any information
(including, without limitation, any information contained in any
management presentation given in relation to the Placing) other than that
contained in this announcement (including this appendix);
6. acknowledges that the ordinary shares of the Company with a nominal value
of 1 pence each are admitted to trading on the AIM market of the London
Stock Exchange, and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of the London Stock Exchange (collectively, the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years, and that
the Placee is able to obtain or access the Exchange Information without
undue difficulty;
7. represents and warrants that the issue to the Placee, or the person
specified by such Placee for registration as holder of Placing Shares,
will not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance services);
8. represents and warrants that it has complied with its obligations in
connection with money laundering under the Criminal Justice Act 1993 and
the Money Laundering Regulations 2003 (the "Regulations") and, if it is
making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party
as required by the
Regulations;
9. represents and warrants that it is both a "qualified investor" for the
purposes of sections 86(1) and 86(7) of the FSMA and a person falling
within Article 19 (5) or Article 49(2)(a) to (d) of the Order and
undertakes that it will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
10. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the
meaning of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of
the communication by an authorised person;
11. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving the United
Kingdom and will not sell or offer to sell the Placing Shares in a manner
which will result in an offer to the public in the United Kingdom within
the meaning of FSMA;
12. represents and warrants that its obligations under the Placing are valid,
binding and enforceable and that it has all necessary capacity and
authority, and has obtained all necessary consents and authorities to
enable it to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour its obligations
(including, without limitation, in the case of any person on whose behalf
it is acting, all necessary consents and authorities to agree to the terms
set out or referred to in this announcement);
13. acknowledges that Panmure Gordon is acting solely for the Company and that
participation in the Placing is on the basis that it is not and will not
be a client or customer of Panmure Gordon or any of its affiliates and
that Panmure Gordon and its affiliates have no duties or responsibilities
to it for providing the protections afforded to their clients or customers
or for providing advice in relation to the Placing or in respect of any
warranties, undertakings or indemnities contained in the Placing Agreement
nor for the exercise or performance of any of Panmure Gordon's rights and
obligations thereunder, including any right to waive or vary conditions or
exercise any termination right;
14. undertakes and agrees that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee or (b)
a nominee of the Placee, (ii) neither Panmure Gordon nor the Company or
any of their respective affiliates will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting on its
behalf agrees to subscribe on the basis that the Placing Shares will be
allotted to the CREST stock account of Panmure Gordon who will act as
settlement agent in order to facilitate the settlement process;
15. acknowledges that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of
any person on whose behalf it is acting) to the exclusive jurisdiction of
the English courts as regards any claim, dispute or matter arising out of
any such contract;
16. acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the relevant securities laws
of any state of the United States, any of Australia, Japan, the Republic
of Ireland or South Africa or any state or territory within any such
country and, subject to certain limited exceptions, may not be directly or
indirectly offered, sold, renounced, transferred, taken-up or delivered
in, into or within those jurisdictions;
17. represents, warrants and acknowledges to Panmure Gordon for itself and as
agent for the Company that it is outside the United States and will only
offer and sell the Placing Shares outside the United States in offshore
transactions in accordance with Regulation S of the Securities Act;
18. represents, warrants and undertakes and agrees that neither it nor its
affiliates (as defined in Rule 501(b) of the US Securities Act) nor any
person acting on its or their behalf have engaged in or will engage in any
"general solicitation or general advertising" (within the meaning of
Regulation D under the US Securities Act) or "directed selling efforts"
(as defined in Regulation S under the US Securities Act) in connection
with any offer or sale of the Placing Shares;
19. acknowledges that the agreement to settle each Placee's subscription (and/
or the subscription of a person for whom it is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement
relating only to a subscription by it and/or such person direct from the
Company for the Shares in question. Such agreement assumes that the
Placing Shares are not being acquired in connection with arrangements to
issue depositary receipts or to transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Panmure
Gordon nor any of their respective affiliates will be responsible. If this
is the case, the relevant Placee should take its own advice and notify
Panmure Gordon accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the acquisition by
them of any Placing Shares or the agreement by them to acquire any Placing
Shares; and
20. acknowledges that any monies of any Placee or any person acting on behalf
of the Placee held or received by Panmure Gordon will not be subject to
the protections conferred by the FSA's Client Money Rules. As a
consequence, these monies will not be segregated from the monies of
Panmure Gordon and may be used by Panmure Gordon in the course of its
business, and the relevant Placee or any person acting on its behalf will
therefore rank as a general creditor of Panmure Gordon.
The acknowledgements, undertakings, representations and warranties referred to
above are given to each of the Company and Panmure Gordon (for their own benefit
and, where relevant, the benefit of their respective affiliates) and are
irrevocable. The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing acknowledgements, undertakings, representations and
warranties.
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