Taylor Wimpey plc (LON:TW) has announced the successful completion of the non-pre-emptive placing of new ordinary shares in the capital of the Company announced yesterday.
A total of 355,000,000 new ordinary shares of 1 pence each in the capital of the Company have been placed by Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited, at a price of 145 pence per Placing Share, representing gross proceeds from the Placing of approximately £515 million.
Concurrently with the Placing, each of the directors of the Company has subscribed for an aggregate of 324,823 new ordinary shares of 1 pence each in the capital of the Company at the Placing Price, pursuant to subscription letters entered into by such directors with the Company. In addition, employees of the Company and other retail investors have subscribed in the separate retail offer made by the Company via the PrimaryBid platform for a total of 4,941,108 new ordinary shares of 1 pence each in the capital of the Company at the Placing Price.
Together, the Placing, Subscription and Retail Offer raised gross proceeds of approximately £522 million. The Placing Price of 145 pence represents a discount of 4 per cent to the middle market closing share price of 151.8 pence on 17 June 2020. The Placing Shares, the Subscription Shares and the Retail Shares being issued represent together approximately 11 per cent of the existing issued ordinary share capital of the Company immediately prior to the Placing, Subscription and Retail Offer.
The Company consulted with a number of its major shareholders prior to the Placing and has endeavoured to respect the principles of pre-emption through the allocation process. The Company is pleased by the strong support it has received from new and existing shareholders, including a number of its existing retail shareholders via the Retail Offer.
Applications have been made to the Financial Conduct Authority and the London Stock Exchange plc respectively for the admission of the Placing Shares, the Subscription Shares and the Retail Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE. It is expected that Admission will become effective at 8.00 a.m. on 22 June 2020 (or such later date as may be agreed between the Company and the Banks). The Placing, the Subscription and the Retail Offer are conditional upon, among other things, Admission becoming effective. The Placing, the Subscription and the Retail Offer are also conditional upon the placing agreement between the Company, Citi, CSSEL and Credit Suisse International not being terminated in accordance with its terms.
The Placing Shares, Subscription Shares and Retail Offer 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 all dividends and other distributions declared, made or paid after the date of issue.
Following Admission, the total number of shares in issue in the Company will be 3,644,407,849 ordinary shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Related party transaction
Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock Inc. have in the last 12 months held more than 10% of the ordinary share capital of the Company. For the purposes of UK Listing Rule 11 it is therefore classified as a related party. BlackRock has agreed to subscribe for 31,250,000 Placing Shares in the Placing, for an aggregate consideration of approximately £45 million. The participation in the Placing by BlackRock constitutes a “smaller” related party transaction and falls within Listing Rule 11.1.10R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).
Each of the directors of the Company has agreed to subscribe for the number of new ordinary shares in the capital of the Company at the Placing Price opposite his/her name as set out below:
|Director name||Number of Subscription Shares to be subscribed for|