17 Dec 2013 07:00
City of London Group plc
17 December 2013
City of London Group plc ("COLG" or the "Company" or the "Group")
Update re Fundraising
Further to the announcements of 1 November 2013, 29 November 2013 and 4 December 2013, the Board of COLG (the "Board") announces that it has granted an extension to the conditional placing agreement with Paul Iliescu, a high net worth German citizen, and Bruce Mee, founder and CEO of LibraAM AG and a Zug based financial investor (together, the "New Investors"), under which the New Investors were to have placed GBP17.4 million into escrow by 16 December for the purposes of subscribing into the Company through a firm placing of 30,260,870 New Ordinary Shares at 57.5p per share (the "Placing").
Whilst the New Investors have provided satisfactory assurances that a Bank holds $30m of cleared funds for the purposes of investing into COLG's equity, these funds have yet to be put in escrow in accordance with the agreement of 4 December 2013. Accordingly, the New Investors have requested an extension of the requirement to put funds into escrow until 23 December. This has been agreed by the Board of COLG. A further announcement will be made then.
The Placing remains conditional, inter alia, upon:
· Admission of the New Ordinary Shares;
· the approval by the Shareholders of the Resolutions;
· the approval by the UKLA of the Prospectus;
· the approval by the Panel of the waiver of the obligations under Rule 9 and restrictions under Rule 16 of the Takeover Code; and
· Regulatory approval for the change in the controlling shareholder of City of London Financial Services Limited.
The Board continues to consider the Placing to be in the best interests of shareholders and will recommend shareholders to vote in favour of the necessary Resolutions to approve it.
This announcement should be read in conjunction with the Group's announcement of 4 December 2013 together with the terms and definitions set out therein.
Enquiries:
City of London Group plc +44 (0)20 7628 5518
John Williams / John Kent
Important Information
This announcement neither comprises Listing Particulars nor a Prospectus relating to the Company nor constitutes nor forms nor should be construed as constituting or forming part of any offer or invitation to sell or any solicitation of any offer to purchase or to subscribe for any securities in the Company in any jurisdiction, or any other body corporate, and should not be relied upon in connection with a decision to purchase or subscribe for any such securities nor shall they or any part of them form the basis of or be relied upon in connection with any contract thereof. A Prospectus is to be published by the Company in due course in connection with the Placing and copies of the Prospectus will, upon publication, be available from the Company's registered office.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority is acting as financial adviser in respect of the Placing, and N+1 Singer Capital Markets Limited ("N+1"), which is also authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority is acting as broker in respect of the Placing. Investec and N+1 are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec and N+1 or for providing advice in relation to the Placing, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.
This announcement should not be considered a recommendation by Investec or N+1 or any of their directors, officers, employees, advisers or any of its affiliates in relation to any purchase of or subscription for securities. Neither Investec or N+1 nor any of their directors, officers, employees, advisers or any of its affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by Investec or N+1 or any of their directors, officers, employees, advisers or any of its affiliates. Save in the case of fraud, no liability is accepted by Investec or N+1 or any of their directors, officers, employees, advisers or any of its affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Investec or N+1. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.
The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations about among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties, including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstances that may or may not occur in the future. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company. No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
Notes to Editors
City of London Group plc is fully listed on the London Stock Exchange plc (LSE symbol CIN). COLG is a financial services group focused on providing merchant banking services to finance the SME and professional services sectors. It does this by financing trade and securing specialist funding throughout the supply chain to help fuel growth in these sectors, as major national and foreign banks limit new lending to these borrowers. COLG seeks to identify and exploit product niches and business models in these sectors where they are supported by strong day to day management teams, providing initial equity, working capital and seed funding for those teams. Since 2009, COLG has focused on Specialist Financing and Alternative Fund Management. As part of its strategy to build a quality Financial Services Group, COLG has developed four specialist financing funds, pledging significant seed funds to Therium Capital Management Limited, a third party Litigation Funder, Credit Asset Management Limited and Professions Funding Limited, which respectively provide asset backed finance to SMEs and working capital loans to professional practice firms and finally Trade Finance Partners Limited, a trade finance provider to the SME market.