TIDMBRAM
RNS Number : 5326C
Brammer PLC
16 November 2009
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
16 November 2009
Brammer plc ("Brammer" or the "Company")
RESULTS OF RIGHTS ISSUE
Brammer announces that on 13 November 2009, being the latest date for receipt of
valid acceptances, it had received valid acceptances in respect of 51,627,091
Rights Issue Shares, representing approximately 97.15 per cent of the total
number of Rights Issue Shares offered to Shareholders pursuant to the Rights
Issue announced by Brammer on 6 October 2009.
It is expected that the Rights Issue Shares will commence trading fully paid on
the London Stock Exchange's main market for listed securities at 8.00 a.m. on 16
November 2009.
It is expected that the Rights Issue Shares in uncertificated form will be
credited to CREST accounts on 16 November 2009 and that definitive share
certificates in respect of Rights Issue Shares in certificated form will be
despatched by no later than 23 November 2009.
In accordance with the arrangements set out in Part 6 of the Rights Issue
prospectus dated 6 October 2009 (the "Prospectus"), RBS Hoare Govett acting as
underwriter, will be seeking to procure subscribers for the remaining
1,515,703 Rights Issue Shares for which valid acceptances have not been
received, failing which RBS Hoare Govett has agreed to subscribe for those
Rights Issue Shares. A further announcement as to the number of Rights Issue
Shares for which subscribers have been procured will be made in due course.
Unless otherwise defined in this announcement, capitalised terms shall have the
meaning given to them in the Prospectus.
Contacts
For further information, please contact:
Brammer plc +44 (0) 161 902 5572
David Dunn, Chairman
Ian Fraser, Chief Executive
Paul Thwaite, Finance Director
RBS Hoare Govett Limited +44 (0) 20 7678 8000
Lee Morton
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Martin Jackson
Nicola Smith
General
This announcement (and the information contained herein) is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in or into or from the United States, Canada, Australia, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction.
The release, publication or distribution of this announcement and/or the
transfer of the Rights Issue Shares in or into jurisdictions other than the UK
may be restricted by law and therefore persons into whose possession this
announcement or any other document in connection with the Rights Issue comes or
to whom this announcement is released, published or distributed should inform
themselves about and observe such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws or
regulations of such jurisdictions.
This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any Rights Issue Shares referred to in this
announcement except on the basis of information in the Prospectus.
This announcement does not constitute, or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security in the capital of the
Company in any jurisdiction. Any decision to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any Rights Issue Shares should only
be made on the basis of information contained in and incorporated by reference
into the Prospectus which contains further details relating to the Company in
general as well as a summary of the risk factors to which an investment in the
Rights Issue Shares is subject. Nothing in this announcement should be
interpreted as a term or condition of the Rights Issue. This announcement is not
directed to, or intended for distribution or use by, any person or entity that
is a citizen or resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability, or use would be
contrary to law or regulation which would require any registration or licensing
within such jurisdiction. In particular, this announcement is not for
distribution in or into the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland, the Republic of South Africa or any other
Excluded Jurisdiction. The information in this announcement may not be forwarded
or distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction, or disclosure of this
announcement in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the securities laws or regulations of
other jurisdictions.
This announcement and the information contained herein is not an offer of
securities for sale in the United States. The Rights Issue Shares have not been
and will not be registered under the United States Securities Act 1933 (as
amended) or under the applicable securities laws of any state or other
jurisdiction of the United States and will not qualify for distribution under
any of the relevant securities of any of the Excluded Jurisdictions.
Accordingly, unless a relevant exemption from such requirements is available,
none of the Existing Ordinary Shares or the Rights Issue Shares may be offered,
sold, resold, taken up, exercised, renounced, transferred or delivered, directly
or indirectly, in or into the United States or any other Excluded Jurisdiction
or to, or for, the account or benefit of a person located in the United States
or any other Excluded Jurisdiction. No money, securities or other consideration
from any person inside the United States is being solicited and, if sent in
response to the information contained in this announcement, will not be
accepted.
RBS Hoare Govett Limited ("RBS Hoare Govett"), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting as sponsor,
financial adviser, broker and underwriter to the Company and for no one else in
connection with the Rights Issue and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the Rights
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to clients of RBS Hoare Govett or for providing advice
to any such person in relation to the Rights Issue, the contents of this
announcement, the Prospectus and the accompanying documents thereto or any
matters or arrangements referred to herein or therein.
Apart from the responsibilities and liabilities, if any, which may be imposed on
RBS Hoare Govett by FSMA or the regulatory regime established thereunder, RBS
Hoare Govett accepts no responsibility whatsoever, and makes no representation
or warranty, express or implied, for the contents of this announcement including
its accuracy, completeness or verification or for any other statement made or
purported to be made by it or on behalf of it, the Company or any other person,
in connection with the Company and the Rights Issue Shares or the Rights Issue
and nothing in this announcement shall be relied upon as a promise or
representation in this respect, whether as to the past or the future. RBS Hoare
Govett accordingly disclaims all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of this announcement or any such statement.
Cautionary note regarding forward looking statements
The statements contained in this announcement and the information referred to in
it includes 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",
"plans", "anticipates", "targets", "aims", "continues", "projects", "assumes",
"expects", "intends", "may", "will", "would" or "should", or in each case, their
negative or other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
the Company's intentions, beliefs or current expectations concerning, among
other things, the Group's result of operations, financial condition, liquidity,
prospects, growth strategies and the industries in which the Group operates.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements, including without limitation:
conditions in the markets, market position of the Company, earnings, financial
position, cash flows, return on capital, anticipated investments and capital
expenditures, changing business or other market conditions and general economic
conditions. These and other factors could adversely affect the outcome and
financial effects of the plans and events described herein. Forward-looking
statements contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. None of the statements made in this paragraph in any way
obviate the requirement that the Company complies with the Prospectus Rules, the
Disclosure and Transparency Rules, the Listing Rules or FSMA.
These forward-looking statements speak only at the date of this announcement.
Except as required by the Listing Rules, the Disclosure and Transparency Rules,
the Prospectus Rules and any law, Brammer does not have any obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, further events or otherwise. Except as required by the Listing
Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law,
Brammer expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in Brammer's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based. In
light of these risks, uncertainties and assumptions, the forward-looking
statements discussed in this announcement might not occur. Prospective investors
should specifically consider the factors identified in this announcement and the
Prospectus which could cause actual results to differ before making an
investment decision.
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.
No person has been authorised to give any information or to make any
representation other than those contained in this announcement and, if given or
made, such information or representation must not be relied on as having been
authorised by the Company or RBS Hoare Govett. 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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