TIDMCOB
RNS Number : 2999Y
Cobham PLC
02 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
2 March 2017
PROPOSED FULLY UNDERWRITTEN RIGHTS ISSUE
COBHAM PLC TODAY ANNOUNCES ITS PROPOSAL TO RAISE APPROXIMATELY
GBP500 MILLION BY WAY OF A FULLY UNDERWRITTEN RIGHTS ISSUE
Cobham plc ("Cobham" or the "Group") announces today its
intention to conduct a fully underwritten rights issue (the "Rights
Issue") to raise approximately GBP500m (gross proceeds).
The Rights Issue is fully underwritten on a standby basis by
Bank of America Merrill Lynch, J.P. Morgan Securities plc, which
conducts its UK investment banking activities as J.P. Morgan
Cazenove, and Barclays Bank PLC, acting through its investment
bank. The Rights Issue is anticipated to be completed during the
second quarter of 2017.
Enquiries:
Cobham plc +44 (0)1202 857 998
Julian Wais, Director of Investor Relations
Bank of America Merrill Lynch +44 (0) 20 7628 1000
Ian Ferguson
Peter Luck
James Fleming
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Edmund Byers
Richard Perelman
Laurene Danon
Barclays Bank PLC + 44 (0) 20 7623 2323
Mark Astaire
Lawrence Jamieson
Cautionary Statements
This announcement is not a prospectus and not an offer of
securities for sale to U.S. persons or in any jurisdiction,
including in or into the United States, Australia, Canada, Japan or
South Africa.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
of securities or commitment to make an offer whatsoever in any
jurisdiction. Any offer to acquire nil paid rights, fully paid
rights or shares pursuant to the proposed rights issue will be
made, and any investor should make his or her investment decision
solely on the basis of the information that is contained in the
final prospectus (the Prospectus) to be published by Cobham plc
(Cobham or the Company) in due course in connection with the
admission of ordinary shares of the Company (the Ordinary Shares)
to the Official List of the UK Listing Authority and to trading on
the main market for listed securities of London Stock Exchange plc
(together, Admission). Copies of the Prospectus will, following
publication, be available from Cobham plc, Brook Road, Wimborne,
Dorset BH21 2BJ.
This announcement contains 'forward-looking statements' with
respect to the financial condition, results of operations and
business of Cobham and to certain of Cobham's plans and objectives
with respect to these items.
Forward-looking statements are sometimes but not always
identified by their use of a date in the future or such words as
'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects',
'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates'
(or the negatives thereof). By their very nature forward-looking
statements are inherently unpredictable, speculative and involve
risk and uncertainty because they relate to events and depend on
circumstances that may or will occur in the future.
There are various factors that could cause actual results and
developments to differ materially from those expressed or implied
by these forward-looking statements. These factors include, but are
not limited to, changes in the economies, political situations and
markets in which the Cobham operates; changes in government
priorities due to programme reviews or revisions to strategic
objectives; changes in the regulatory or competition frameworks in
which the Cobham operates; the impact of legal or other proceedings
against or which affect the Cobham; changes to or delays in
programmes in which the Cobham is involved; the completion of
acquisitions and divestitures and changes in commodity prices,
inflation or exchange rates.
All written or verbal forward-looking statements, made in this
document or made subsequently, which are attributable to Cobham or
any other member of the Cobham or persons acting on their behalf,
are expressly qualified in their entirety by the factors referred
to above. Neither Cobham nor any other person (including BofA
Merrill Lynch, J.P. Morgan Securities plc and Barclays Bank PLC)
intend to update these forward-looking statements.
This announcement does not constitute or form part of, and
should not be construed as, any offer, invitation, solicitation or
recommendation to purchase, sell or subscribe for any securities in
any jurisdiction and neither the issue of the information nor
anything contained herein shall form the basis of or be relied upon
in connection with, or act as an inducement to enter into, any
investment activity. Any purchase of nil paid rights, fully paid
rights or Ordinary Shares in the proposed rights issue should be
made solely on the basis of the information contained in the final
Prospectus to be issued by Cobham in connection with the proposed
rights issue. The information in this announcement is subject to
change. This announcement is for information and background
purposes only and does not purport to be full or complete.
This announcement is not and does not contain an offer of
securities for sale or a solicitation of an offer to purchase or
subscribe for securities in the United States, Australia, Canada,
Japan or South Africa or any other state or jurisdiction in which
such release, publication or distribution would be unlawful. The
securities to which this announcement relates (the "Securities")
have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States unless registered under
the Securities Act or pursuant to an exemption from, or a
transaction not subject to, registration under the Securities Act.
There will be no public offer of the Securities in the United
States. Subject to certain exceptions, the Securities may not be
offered or sold in Australia, Canada, Japan or South Africa or to,
of for the account or benefit of any national, resident or citizen
of such countries.
The distribution of this announcement and the offering of nil
paid rights, fully paid rights or Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, BofA Merrill Lynch, J.P. Morgan Securities plc or
Barclays Bank PLC that would permit an offering of such nil paid
rights, fully paid rights or Ordinary Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such nil paid rights, fully paid
rights or Ordinary Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company, BofA Merrill Lynch,
J.P. Morgan Securities plc and Barclays Bank PLC to inform
themselves about, and to observe, such restrictions.
No statement in this announcement is intended as a profit
forecast and no statement in this announcement should be
interpreted to mean that underlying operating profit for the
current or future financials years would necessarily be above a
minimum level, or match or exceed the historical published
operating profit or set a minimum level of operating profit.
BofA Merrill Lynch, J.P. Morgan Securities plc and Barclays Bank
PLC, each of which is authorised by the Prudential Regulation
Authority (PRA) and regulated in the United Kingdom by the PRA and
the UK Financial Conduct Authority (FCA), are acting exclusively
for Cobham and 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 their respective clients in relation to the
proposed rights issue and will not be responsible to anyone other
than Cobham for providing the protections afforded to their
respective clients or for providing advice in relation to the
Rights Issue referred to in this announcement or any other
transaction, arrangement or matter referred to in this
announcement.
This announcement has been issued by Cobham and is the sole
responsibility of Cobham. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by BofA Merrill
Lynch, J.P. Morgan Securities plc or Barclays Bank PLC or their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
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 information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
In connection with the proposed rights issue, BofA Merrill
Lynch, J.P. Morgan Securities plc and Barclays Bank PLC and any of
their affiliates, may take up a portion of the nil paid rights,
fully paid rights or Ordinary Shares in the proposed rights issue
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such nil paid rights,
fully paid rights, Ordinary Shares and other securities of Cobham
or related investments in connection with the proposed rights issue
or otherwise. Accordingly, references in the Prospectus, once
published, to nil paid rights, fully paid rights or Ordinary Shares
in the capital of Cobham 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, BofA Merrill Lynch, J.P. Morgan Securities plc,
Barclays Bank PLC and any of their affiliates acting in such
capacity. In addition, BofA Merrill Lynch, J.P. Morgan Securities
plc, Barclays Bank PLC and any of their affiliates may enter into
financing arrangements (including swaps or contracts for
differences) with investors in connection with which BofA Merrill
Lynch, J.P. Morgan Securities plc, Barclays Bank PLC and any of
their affiliates may from time to time acquire, hold or dispose of
nil paid rights, fully paid rights or Ordinary Shares. BofA Merrill
Lynch, J.P. Morgan Securities plc, Barclays Bank PLC do 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 information is provided by RNS
The company news service from the London Stock Exchange
END
ARIJTMJTMBJMMAR
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