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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA.
14 October 2021
Castelnau Group Limited
Result of Initial Issue
Castelnau Group Limited, an investment company established to invest in public and private companies with the aim of outperforming the FTSE All Share Total Return Index over the long term, is pleased to announce that it has successfully raised gross proceeds of £53.1 million, pursuant to the Initial Issue. The Company’s market capitalisation at Admission will be £177.6m, exceeding the target issue size.
Application has been made for the admission of 177,552,719 Ordinary Shares to the Specialist Fund Segment of the London Stock Exchange’s Main Market. It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares will commence at 8.00 a.m. on Monday, 18 October 2021. The Ordinary Shares will trade under the ticker: CGL (ISIN: GG00BMWWJM28).
Following Admission and the acquisition of the Target Assets, the initial portfolio will comprise investments in Dignity Plc, Hornby Plc, Phoenix S.G. Limited (the principal asset of which is a 58.1 per cent holding in Stanley Gibbons Group plc) and WLS International Ltd (the principal asset of which is Cambium Group, a wedding gift list service), as well as in two ‘enabling’ businesses, Rawnet and Ocula Technologies.
Phoenix Asset Management Partners Limited (“Phoenix” or the “Investment Manager”) will be the Investment Manager to the Company, led by Gary Channon (CIO and CEO of Phoenix). Phoenix manages approximately £1.3 billion across three funds; the Phoenix UK Fund, Aurora Investment Trust Plc, and the Huginn Fund.
Joanne Peacegood, Independent Chair of the Company, commented:
“We are delighted to have exceeded our fund-raising target for Castelnau. We now look forward to delivering on our promise to generate superior investment returns by deploying modern business techniques to transform old economy businesses into new economy businesses.”
Gary Channon, CEO and CIO of Phoenix, commented:
“We are pleased that investors have recognised Phoenix’s ability to identify undervalued companies that have the potential to out-perform over the long term thanks to the application of our business philosophy and toolbox of techniques and methodologies. We are already transforming investee companies Dignity, Hornby, Stanley Gibbons and Cambium Group, and we look forward to finding new opportunities with the help of Sir Peter Wood.”
Sir Peter Wood, Chairman of SPWOne, said:
“Gary and his team have built an enviable record of long-term out-performance. I believe the opportunities for Castelnau are considerable. My team and I are looking forward to working with Phoenix to deliver value to Castelnau investors.”
Liberum Capital Limited is acting as financial adviser and sole bookrunner in relation to the Initial Issue, and with effect from Initial Admission, will act as the Company's corporate broker.
Further information on the Company can be found on its website at www.castelnaugroup.com
Phoenix Asset Management Limited
Liberum Capital Limited
Citigate Dewe Rogerson
The Company’s LEI is: 213800PED8RFUBMK1T64.
The Company confirms that the Trade Date will be 14 October 2021 and the Settlement Date will be 18 October 2021.
Save for expressions defined in this announcement, words and expressions defined in the Prospectus shall have the same meaning in this announcement.
A copy of this announcement will be available on the Company's website at www.castelnaugroup.com. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
Liberum Capital Limited ("Liberum") is authorised and regulated by the Financial Conduct Authority. Liberum is acting exclusively for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to its clients or advice to any other person in relation to the matters contained herein. This does not exclude any responsibilities or liabilities of Liberum under the Financial Services and Markets Act 2000 ("FSMA") or the regulatory regime established thereunder.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities in the Company in the United States, Australia, Canada, the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
Moreover, the Company's securities will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. Subject to certain exceptions, the Company's securities may not be offered or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA or to, or for the account or benefit of, any national, resident or citizen of, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. The Initial Issue and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.
Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the Investment Manager and/or Liberum expressly disclaim any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and UK MAR.
None of the Company, the Investment Manager and/or Liberum, or any of their respective 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 or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager and Liberum, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.