SSP Group plc (LON:SSP), a leading operator of food and beverage outlets in travel locations worldwide, has today announced a retail offer via PrimaryBid of new ordinary shares of 1 17/200 pence each in the capital of the Company.
As previously announced by the Company, on 26 February 2020 the Company’s shareholders approved a final dividend of 6.0 pence per ordinary share for the financial year ended 30 September 2019 which was due to be paid on 27 March 2020 to all members whose names appeared on the Company’s register of members at 6.00 p.m. on 6 March 2020. On 25 March 2020 the Company announced that it would defer the payment date of the 2019 Final Dividend to 4 June 2020.
As separately announced today, the Company is conducting a non-pre-emptive placing of new Ordinary Shares in the capital of the Company through an accelerated bookbuilding process so as to allow persons that are beneficially entitled to the 2019 Final Dividend to re-invest their entitlement to the 2019 Final Dividend by subscribing for new Ordinary Shares. In addition, certain directors and members of the senior management team of the Company intend to re-invest all or part of their entitlement (and the entitlement of persons closely associated with them) to the 2019 Final Dividend by subscribing for new Ordinary Shares alongside the Placing and the Retail Offer.
The issue price for the Retail Shares, as well as for the Ordinary Shares in the Subscription, will be equal to the mid-market closing price of SSP’s ordinary shares on 3 June 2020, as derived from London Stock Exchange plc’s Daily Official List, which is the same price that placees in the Placing will subscribe for Placing Shares.
Confirmation of the Issue Price and the number of Placing Shares will be announced as soon as practicable on 4 June 2020, along with allocations.
Reasons for the Retail Offer
After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors who are beneficially or legally and beneficially entitled to the 2019 Final Dividend the opportunity to re-invest their entitlement to the 2019 Final Dividend in the Company by participating in the Company’s equity issuance alongside the Placing and the Subscription, is in the best interest of shareholders, as well as wider stakeholders in SSP.
The net proceeds of the Retail Offer will allow for a proportion of the 2019 Final Dividend payment to be effectively retained in the business and further enhance the Company’s cash and liquidity position during this period of unprecedented disruption in the global travel market as a result of the COVID-19 outbreak.
Details of the Retail Offer
Retail Entitled Persons (including any retail investor who is beneficially entitled to the 2019 Final Dividend in circumstances where a financial intermediary (as that term is used in Article 2(d) of the Regulation (EU) 2017/1129), a custodian, a nominee, a trustee or another person was holding Ordinary Shares on behalf of that retail investor on the Record Date and is, therefore, the person who is legally entitled to the 2019 Final Dividend), may participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The Retail Offer will be open to Retail Entitled Persons from 7.01a.m. BST on 3 June 2020. The Retail Offer will close at the same time as the Bookbuilding Process is completed, at 4:00 p.m. BST on 3 June 2020.
Subscriptions under the Retail Offer will be subject to conditions which are available to view on PrimaryBid.com. Each Retail Entitled Person will be required to represent, warrant and undertake to the Company as follows:
(a) that he/she is beneficially entitled to the 2019 Final Dividend;
(b) that the aggregate monetary value of the new Ordinary Shares for which he/she agrees to subscribe for at the Issue Price is no more than the aggregate monetary value of the 2019 Final Dividend to which he/she is beneficially entitled; and
(c) that he/she was on the register of the Company’s members on the Record Date or, if not, he/she is otherwise beneficially entitled to receive the 2019 Final Dividend.
Each Retail Entitled Person will also be asked to confirm that he/she is not participating in the Placing.
Aggregate demand under the Retail Offer will be limited to EUR 8 million, as is legally required.
The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive any future dividends and other distributions declared, made or paid after the date of issue (other than the 2019 Final Dividend).
Applications will be made (i) to the Financial Conduct Authority for admission of the Retail Shares to the premium listing segment of the Official List; and (ii) to the London Stock Exchange for admission of the Retail Shares to trading on its main market for listed securities.
Settlement for the Retail Shares and Admission are expected to take place on or before 8 a.m. BST on 8 June 2020. The Retail Offer is conditional upon Admission becoming effective and on the placing agreement entered into by the Company not being terminated in accordance with its terms prior to Admission.