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Results of Capital Raise

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Big Yellow Group PLC ("Big Yellow" or the "Company") is pleased to announce the successful completion of the placing of new ordinary shares of 10 pence each (the "Placing") and retail offer (the "Retail Offer") announced yesterday (together, the "Capital Raise").

A total of 11,470,212 new Ordinary Shares in the Company (the "Placing Shares") have been placed by Barclays Bank PLC ("Barclays") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC" and, together with Barclays, the "Joint Bookrunners") at a price of 945 pence per Placing Share (the "Placing Price"), with existing and new institutional investors, raising gross proceeds of approximately £108.4 million.

The executive directors of the Company (the "Executive Directors") have agreed to participate in the Placing for an aggregate of 301,586 Placing Shares at the Placing Price, representing gross proceeds of approximately £2.85 million.

Concurrently with the Placing, retail investors have subscribed in the separate offer made by the Company via the PrimaryBid platform for a total of 170,000 new Ordinary Shares (the "Retail Offer Shares") at the Placing Price, raising gross proceeds of approximately £1.6 million.

Together, the Placing and Retail Offer in aggregate comprise 11,640,212 new Ordinary Shares, and will raise gross proceeds of approximately £110 million. The Placing Price represents a discount of 2.88 per cent. to the closing share price of 973 pence on 10 October 2023. The Placing Shares and the Retail Offer Shares (together, the "New Ordinary Shares") being issued represent approximately 6.3 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise.

Applications have been made for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place on or before 8.00 a.m. on 13 October 2023 and dealings in the New Ordinary Shares will commence at that time. The Capital Raise is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

For the purposes of the Disclosure Guidance and Transparency Rules, the total issued share capital of the Company following Admission will consist of 196,195,287 ordinary shares of 10 pence each with one voting right per share. The Company does not hold any shares in treasury.

The total number of voting rights in the Company following Admission will therefore be 196,195,287, which is the figure which 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 Disclosure Guidance and Transparency Rules.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The following Executive Directors have agreed to subscribe for the number of Placing Shares at the Placing Price opposite their name as set out below:

NameNumber of Placing Shares
Nicholas Vetch264,550
James Gibson31,746
John Trotman2,116
Adrian Lee3,174

Smaller Related Party Transaction

Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock Inc. ("BlackRock")" hold more than 10 per cent. of the issued share capital in the Company. Blackrock is therefore a substantial shareholder in the Company for the purposes of the Listing Rules and is considered to be a related party for the purposes of Listing Rules. BlackRock has agreed to subscribe for 1,600,000 Placing Shares in the Placing, amounting to a total subscription of approximately £15.1 million. The participation in the Placing by BlackRock constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10 R(1) and this announcement is therefore made in accordance with Listing Rule 11.1.10R(2)(c).

Big Yellow Group PLC LEI: 213800W7Q4V2ZI8LIW31

Name of issuerBig Yellow Group PLC
Transaction detailsIn aggregate, the Capital Raise of 11,640,212 New Ordinary Shares (comprising 11,470,212 Placing Shares and 170,000 Retail Offer Shares) represents approximately 6.3% of the Company's issued ordinary share capital. Settlement for the New Ordinary Shares and Admission is expected to take place on or before 8.00 a.m. on 13 October 2023.
Use of proceedsThe net proceeds of the Capital Raise will be used to build out the Group's existing pipeline of stores.
Quantum of proceedsIn aggregate, the Capital Raise raised gross proceeds of approximately £110 million and net proceeds of approximately £107 million.
DiscountThe Placing Price of 945 pence represents a discount of 2.88 per cent. to the closing share price of 973 pence on 10 October 2023.
AllocationsSoft pre-emption has been adhered to in the allocations process. Management was involved in the allocations process, which has been carried out in compliance with the MiFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts.
Retail investorsThe Capital Raise included a Retail Offer, for a total of 170,000 Retail Offer Shares, via the PrimaryBid platform. Retail investors, who participated in the Retail Offer, were able to do so at the same Placing Price as all other investors participating in the Placing. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through PrimaryBid's platform via its partner network (covering 60+ FCA registered intermediaries) and through PrimaryBid's free-to-use direct channel. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Capital Raise alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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