TIDMBREE
RNS Number : 3747S
J.P. Morgan Securities PLC.
05 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE
LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Proposed Secondary Placing of up to approximately 139.7 million
ordinary shares in Breedon Group plc ("Breedon" or the
"Company")
5 November 2019
M1 Cement Holding Limited ("M1" or the "Seller") announces today
its intention to sell up to approximately 139.7 million ordinary
shares in the share capital of Breedon (the "Placing Shares")
through a placing to institutional investors (the "Placing"). The
Placing Shares represent up to approximately 8.3% of Breedon's
issued share capital (constituting M1's entire holding of ordinary
shares in the Company).
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is acting as Sole Bookrunner in connection with the
Placing.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process to institutional investors. The
bookbuilding period will commence today, 5 November 2019, and may
close at any time on short notice. The results of the Placing,
including the number of Placing Shares to be sold and the price per
Placing Share, will be announced as soon as practicable after the
closing of the bookbuilding process.
In the event that the Seller determines to sell less than all of
its Placing Shares in the Placing, M1 will be subject to a 90-day
lock-up which will be subject to customary exceptions and may only
be waived with the consent of the Sole Bookrunner.
Breedon will not receive any proceeds from the Placing.
Enquiries
J.P. Morgan +44 (0) 20 7742 4000
Sjoerd Leenart
Milena Grayde
Barry Meyers
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, South Africa,
Japan or any other jurisdiction and the securities referred to
herein have not been registered under the securities laws of any
such jurisdiction. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in the United States, absent registration
under or an exemption from, or transaction not subject to, the
registration requirements of, the Securities Act. No public
offering of securities is being made in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA"), this
announcement and any offer of Placing Shares if made subsequently
is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation ("Qualified
Investors"). For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. In the United Kingdom
this announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged
in only with, Qualified Investors who are (i) investment
professionals falling with Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons
to whom an offer of the Placing Shares may otherwise be lawfully
communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should
not take any action on the basis of this announcement and should
not act or rely on it.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Breedon and its shares.
Such information has not been independently verified and the Seller
and the Sole Bookrunner are not responsible, and expressly disclaim
any liability, for such information. The information contained 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.
In connection with the Placing, the Sole Bookrunner or any of
their respective affiliates may take up a portion of the Placing
Shares as a principal position and in that capacity may retain,
purchase, sell or offer to sell for its own account such Placing
Shares and other securities of Breedon or related investments in
connection with the Placing or otherwise. Accordingly, references
to the Placing Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by
the Sole Bookrunner and any of its respective affiliates acting as
investors for their own accounts. The Sole Bookrunner does not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Breedon or its shares.
This announcement does not constitute a recommendation
concerning the Placing. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Acquiring Placing Shares to which
this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the entity or person concerned. This announcement does
not represent the announcement of a definitive agreement to proceed
with the Placing and, accordingly, there can be no certainty that
the Placing will proceed. The Seller reserve the right not to
proceed with the Placing or to vary the terms of the offering in
any way.
J.P. Morgan Cazenove is authorised by the Prudential Regulatory
Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA. J.P. Morgan Cazenove is acting for the Seller
only in connection with the Placing and no one else, and will not
be responsible to anyone other than the Seller for providing the
protections offered to clients nor for providing advice in relation
to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEDMMGMVKKGLZM
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November 05, 2019 11:51 ET (16:51 GMT)
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