TIDMCITY
RNS Number : 7344K
CityFibre Infrastructure Hldgs PLC
11 July 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO
DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. NO PUBLIC OFFER OF SECURITIES IS
BEING MADE BY VIRTUE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS
ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR
SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH,
ANY CONTRACT OR COMMITMENT WHATSOEVER.
11 July 2017
CityFibre Infrastructure Holdings PLC
("CityFibre" or the "Company")
Publication of Prospectus
Further to the announcements on 5 July 2017 by CityFibre
regarding its intention to raise gross proceeds of GBP200 million
by way of a Placing and up to GBP15 million by way of an Offer for
Subscription (together, the "Capital Raising"), the Company
announces that the Prospectus (including notice of General Meeting)
relating to the Capital Raising has been published, and that the
Offer for Subscription is now open.
Offer for Subscription
The Offer for Subscription, which opens today and is open for
applications until 11:00 a.m. on 26 July 2017, makes available up
to 27,272,727 Offer for Subscription Shares at a price of 55 pence
per share. Applications for Offer for Subscription Shares must be
for at least the Minimum Subscription of 2,000 Offer for
Subscription Shares (equivalent to GBP1,100), and in order to apply
for Offer for Subscription Shares the Application Form appended to
the Prospectus should be completed in accordance with the
instructions set out in the Prospectus and on the form itself.
The Offer for Subscription is open to existing shareholders and
new investors, other than, subject to certain exceptions, where a
shareholder or prospective investor has a registered address or is
located in the United States or another Excluded Territory. In the
event that valid applications are received under the Offer for
Subscription for more than the maximum number of Offer for
Subscription Shares available, applications shall be allocated in
such manner as the Directors may determine, in their absolute
discretion, although the Directors anticipate such allocations will
take into account applications made by existing Shareholders for
Offer for Subscription Shares.
Prospectus
The Prospectus will be submitted to the National Storage
Mechanism, where it will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. In addition, it will be published in
electronic form and available on the Company's website at
www.cityfibre.com, subject to applicable securities law and certain
access restrictions.
Copies of the Prospectus are also available, from the date of
this announcement up to and including the date of Admission, at the
Company's registered office at 15 Bedford Street, London, WC2E 9HE
and at the offices of finnCap at 60 New Broad Street, London EC2M
1JJ.
Terms used in this announcement shall have the same meanings as
set out in the Prospectus.
Enquiries
CityFibre Infrastructure Holdings plc +44 (0)845 293 0774
Greg Mesch, Chief Executive Officer
Terry Hart, Chief Financial Officer
James Enck, Head of Investor Relations
Vigo Communications +44 (0)20 7830 9703
Jeremy Garcia
Fiona Henson
Natalie Jones
Citigroup Global Markets Limited +44 (0)207 986 4000
Sole Global Co-ordinator, Joint Bookrunner and Joint
Underwriter
Stuart Field
Alex Carter
Sumit Guha
finnCap Ltd +44 (0)207 220 0500
Joint Bookrunner and Joint Underwriter
Stuart Andrews
Christopher Raggett
Simon Johnson
Liberum +44 (0)203 100 2000
Joint Bookrunner and Joint Underwriter
Steve Pearce
Richard Bootle
Cameron Duncan
Macquarie Capital +44 (0)203 037 2000
Joint Bookrunner and Joint Underwriter
Ben Bailey
Alex Reynolds
N M Rothschild & Sons Limited +44 (0)207 280 5000
Financial Advisor
Anton Black
Peter Nicklin
Noel Monro
THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) IS
DIRECTED AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF
THE PROSPECTIVE DIRECTIVE (DIRECTIVE 2003/71/EC) AS AMENDED, (B) IF
IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION
OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS
AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE
49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF FSMA OR (C) OTHERWISE TO PERSONS TO WHOM
IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON.
NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR
CONDITION OF OR FORM A PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY
OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR
OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF AN OFFER
TO BUY OR SUBSCRIBE FOR ANY SECURITIES OF THE COMPANY, NOR SHOULD
IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES OF
THE COMPANY IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR
MAY BE UNLAWFUL (AN "EXCLUDED JURISDICTION"). THIS ANNOUNCEMENT AND
THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS IN AN EXCLUDED
JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE
RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION. NO
ACTION HAS BEEN TAKEN BY THE COMPANY, CITIGROUP, FINNCAP, LIBERUM,
MACQUARIE, ROTHSCHILD OR ANY OF THEIR RESPECTIVE AFFILIATES THAT
WOULD PERMIT AN OFFER OF THE PLACING SHARES OR NEW ORDINARY SHARES
OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES OR OFFER FOR
SUBSCRIPTION SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS RECEIVING THIS ANNOUNCEMENT ARE
REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN
EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF ANY
SECURITIES REFERRED TO HEREIN WILL BE MADE.
EACH OF CITIGROUP, MACQUARIE, LIBERUM, FINNCAP AND ROTHSCHILD IS
ACTING FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE
CAPITAL RAISING, AND WILL NOT BE RESPONSIBLE TO ANY PERSON OTHER
THAN THE COMPANY FOR PROVIDING THE REGULATORY AND LEGAL PROTECTIONS
AFFORDED TO THEIR RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN
RELATION TO THE CONTENTS OF THIS ANNOUNCEMENT OR ANY MATTER,
TRANSACTION OR ARRANGEMENT REFERRED TO IN IT.
NONE OF CITIGROUP, MACQUARIE, LIBERUM, FINNCAP AND ROTHSCHILD OR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR
AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR
MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO 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 CAPITAL
RAISING, 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 THIS ANNOUNCEMENT OR ITS CONTENTS
OR OTHERWISE ARISING IN CONNECTION THEREWITH.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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July 11, 2017 08:00 ET (12:00 GMT)
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