Market Tracker weekly round-up—19 May 2017

Weekly round-up of the latest corporate announcements, including a return of value to shareholders by NewRiver REIT plc, secondary offers by On the Beach plc, 1pm plc, Marston's plc, Gulf Marine Services plc, Georgia Healthcare Group plc and Cairn Homes plc, reorganisations by IGas Energy plc, TomCo Energy plc and Compass Group plc, LR/AIM Rules transactions by 1pm plc and Proton Power Systems plc, a delisting by DiamondCorp plc, and AGM notices from Coca Cola HBC AG and Whitbread plc.

New deals (and AGMs) announced:

AGMs

Announcement date Company Key information
15 May 2017 Coca Cola HBC AG Coca Cola has announced that its 2017 AGM will be held on 20 June 2017.
15 May 2017 Whitbread plc Whitbread has announced that its 2017 AGM will be held on 21 June 2017.

Delistings

Announcement date Delisting company Key information
12 May 2017 DiamondCorp plc DiamondCorp announced that, pursuant to Rule 41 of the AIM Rules for Companies, the company's admission to trading on AIM will be cancelled with effect from 7.00 am on 15 May 2017.

LR/AIM Rules transactions

Announcement date Company Key information
18 May 2017 1pm plc 1pm has announced a placing and open offer for up to £13 million and this constituted a related party transaction under Rule 13 of the AIM Rules.
16 May 2017 Proton Power Systems plc Proton Power Systems has announced a related party transaction under the AIM Rules.

Reorganisations

Announcement date Company Key information
17 May 2017 IGas Energy plc IGas Energy announced a proposed share consolidation and sub-division in order to have a number of shares in issue which is more appropriate for the size of the company.
If approved, the share consolidation and subdivision will result in the issued share capital reducing from 2.4bn shares in issue to c.120 million.
17 May 2017 TomCo Energy plc TomCo Energy announced proposed a share capital reorganisation by way of a consolidation and sub-division of its existing ordinary shares.
The board believe the share capital reorganisation will reduce the number of shareholders, thereby achieving cost savings for the company, whilst at the same time aiming to return value to shareholders currently holding smaller interests.
Under the proposals, every 25,000 existing ordinary shares will be consolidated into one consolidated ordinary share. Each consolidated ordinary share will then be sub-divided into 200 new ordinary shares.
The proposed share capital reorganisation is conditional upon receiving shareholder approval at the company's AGM on 9 June 2017.
15 May 2017 Compass Group plc Compass announced a proposed share capital consolidation of every 26 existing ordinary shares into 25 new ordinary shares of 11 1/20 pence each.
The consolidation is being proposed alongside a £1 billion shareholder return in order to maintain the market price for the company's shares at approximately the same level as prevailed immediately prior to the implementation of the shareholder return.

Returns of value to shareholders

Announcement date Company Key information
16 May 2017 NewRiver REIT plc NewRiver REIT has announced its intention to pay a special dividend of 3 pence per share, to be paid on 4 August 2017, to shareholders on the register on 16 June 2017.The ex-dividend date is 15 June 2017. The special dividend is linked to the company's £17.9 million retail warehouse acquisition in Sheffield.

Secondary offers

Announcement date Issuer Key information
18 May 2017 On the Beach plc On the Beach announced that OTB Holdings Limited Partnership has sold in aggregate 11,499,580 ordinary shares in On the Beach plc at a price of 365 pence per share by way of a placing, raising aggregate gross proceeds of approximately £42.0 million.The placing shares were offered by way of an accelerated bookbuild.
18 May 2017 1pm plc 1pm plc announced a proposed placing and open offer to raise up to £13 million, through the issue of up to 28,861,117 new ordinary shares at the issue price of 45 pence per share.
The proceeds of the fundraising will be used in part to satisfy the cash consideration for the purchase of Tracx Finance Limited, the company that wholly owns Gener8 Finance Limited, a leading invoice finance provider to SMEs. The remaining net proceeds will be used to finance the initial consideration for a further possible acquisition and to strengthen the company's balance sheet.
18 May 2017 Marston's plc Marston's announced its intention to conduct a non-pre-emptive cash placing of approximately 57,600,995 million new ordinary shares in the company to institutional investors, at a price of 137.0 pence per placing share, raising proceeds of approximately £78.9 million.
The net proceeds from the placing will be used to fund the consideration for the acquisitions of seven pubs.
17 May 2017 Gulf Marine Services plc Gulf Marine Services announced that Green Investment Commercial Investments LLC, a wholly owned entity of Gulf Capital Pvt. JSC, has announced that, subject to completion, it has agreed to sell in aggregate 60 million existing ordinary shares in Gulf Marine Services PLC at a price of 63 pence per share, raising aggregate gross proceeds of approximately £37.8 million.
The placing shares were offered to institutional investors by means of an accelerated bookbuild. The company is not a party to the placing and will not receive any proceeds from the placing.
16 May 2017 Georgia Healthcare Group plc Georgia Healthcare announced that BGEO Group plc has sold 9.5 million shares in Georgia Healthcare (representing approximately 7.2% of Georgia Healthcare's existing ordinary issued share capital) at a price of 330 pence per share, raising gross proceeds of £31.4m.
The placing shares were offered to institutional shareholders by way of an accelerated bookbuild.
15 May 2017 Cairn Homes plc Cairn Homes  announced proposed non pre-emptive placing of up to 33,712,634 new ordinary shares in the company at a price of €1.54 per placing share, to both existing and new institutional investors. The placing will raise gross proceeds of €51.9 million.
The placing is being conducted through an accelerated bookbuild.

Takeovers

Announcement date Deal Key information
19 May 2017 Gemfields plc - offer by Pallinghurst Resources Limited South African-incorporated Pallinghurst has announced a hostile all-share offer for Gemfields, structured by way of a contractual offer.
Pallinghurst has a listing on the Johannesburg Stock Exchange (JSE).
Gemfields shareholders are set to receive, for each share held, 1.91 Pallinghurst shares. The offer values the entire issued share capital of Gemfields at approximately £211.45 million.
Gemfields announced, on the same date, confirming that it was considering the 'unsolicited' offer and advised that its shareholders take no action in respect of the offer.
18 May 2017 Berendsen plc - possible offer by Elis SA Elis SA has announced a possible cash and share offer for Main Market-listed Berendsen.Target shareholders are set to receive, for each share held, £4.40 in cash and 0.426 new Elis ordinary shares. The acquisition is valued at £2.05 billion.
The 'put up or shut up' deadline is 15 June 2017.
18 May 2017 Brave Bison Group plc - possible offer by Zinc Media Group plc Brave Bison has announced in response to press speculation confirming that it has received a possible offer approach from Zinc Media Group.The 'put up or shut up' deadline is 15 June 2017.
18 May 2017 InterQuest Group plc - offer by Chisbridge Limited Chisbridge has announced a hostile cash offer (with loan note alternative) for AIM-listed InterQuest plc, structured by way of a contractual offer.
Chisbridge is a newly-incorporated company formed at the direction of InterQuest directors Gary Ashworth, Chris Eldridge and David Bygrave (together, the Management Team).
The firm offer announcement follows the Management Team's hostile approach for InterQuest announced on 16 May 2017.
See deal summary:
InterQuest Group plc—possible offer by Chisbridge Limited (firm offer announced)
16 May 2017 InterQuest Group plc - possible offer by Chisbridge Limited (firm offer announced) Chisbridge, a newly-incorporated company formed at the direction of InterQuest directors Gary Ashworth, Chris Eldridge and David Bygrave, has announcedin response to movement in InterQuest's share price, that it is evaluating making an offer for InterQuest.
The announcement states that Chisbridge is considering making a cash offer of 42 pence per share with a full loan note alternative. The possible offer values the entire issued share capital of InterQuest at approximately £15.8 million.
InterQuest announced on the same date, that Paul Frew and David Higgins (together, the Independent Directors) had concluded that they would be unable to recommend the possible offer, if made, by Chisbridge.
The Independent Directors considered the offer to materially undervalue the company and its prospects, and advised that shareholders take no action in respect of the offer. The 'put up or shut up' deadline for Chisbridge is 13 June 2017.
A firm offer was announced by Chisbridge on 18 May 2017. See deal summary:
InterQuest Group plc—offer by Chisbridge Limited

The weekly round-up covers all deals announced from the Monday of the previous week until 2pm on the Friday of the previous week. Any deals announced after this time will be included in the following day's round-up.

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