TIDMECEL
RNS Number : 7369Z
Peel Hunt LLP
16 March 2017
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa or any other
jurisdiction in which offers or sales would be prohibited by
law.
Proposed placing of 20,129,094 ordinary shares in Eurocell PLC
by H2 Equity Partners Fund IV
Cooperatief H2 Equity Partners Fund IV Holding W.A. ("H2") today
announces its intention to sell 20.1 million ordinary shares
("Placing Shares") in Eurocell PLC ("Eurocell" or the "Company") to
institutional investors (the "Placing") at a price between 195p and
205p. The Placing Shares represent approximately 20.1 per cent. of
Eurocell's entire issued share capital.
The Placing will be conducted by means of an accelerated
bookbuild secondary placing to institutional investors. The books
of the Placing will open with immediate effect. The final price at
which the Placing Shares are to be sold will be agreed by Peel Hunt
LLP ("Peel Hunt"), Canaccord Genuity Limited ("Canaccord Genuity")
and H2 at the close of the bookbuild process. The results of the
Placing will be announced as soon as practicable thereafter. The
timing of the closing of the books will be at the absolute
discretion of Peel Hunt and Canaccord Genuity but the books will,
in any event, be closed by 9am on 17 March 2017. The Placing Shares
are expected to be sold on a T+2 basis.
Post completion of the Placing, it is expected H2 will have no
remaining stake in Eurocell.
H2 has entered into a placing agreement with Peel Hunt and
Canaccord Genuity under which Peel Hunt and Canaccord Genuity will
act as joint bookrunners in relation to the Placing.
Enquiries:
Peel Hunt LLP
Dan Webster (Corporate)
Adrian Trimmings (Corporate)
George Sellar (Corporate)
Al Rae (ECM) +44 (0) 207 418 8900
Canaccord Genuity Limited
Bruce Garrow (Corporate)
Chris Connors (Corporate)
Kit Stephenson (ECM) +44 (0) 207 523 8350
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by H2 or by Peel Hunt or Canaccord Genuity or any of their
respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required. This
announcement is not an offer of securities or investments for sale
nor a solicitation of an offer to buy securities or investments in
any jurisdiction where such offer or solicitation would be
unlawful.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or Republic of South Africa 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 announcement 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.
The securities referred to herein 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 except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this announcement nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offering of any securities in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression '2010 PD
Amending Directive' means Directive 2010/73/EU. In the United
Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, and (iii) to whom it may otherwise lawfully be
communicated.
In connection with any offering, Peel Hunt or Canaccord Genuity
and any of their respective affiliates acting as an investor for
its own account may take up as a proprietary position any Placing
Shares and in that capacity may retain, purchase or sell for their
own account such Placing Shares. In addition they may enter into
financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of
Placing Shares. Neither Peel Hunt nor Canaccord Genuity intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
Peel Hunt which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting on behalf of
H2 and no one else in connection with any offering of the Placing
Shares and will not be responsible to any other person for
providing the protections afforded to any of their clients or for
providing advice in relation to any offering of the Placing Shares.
Peel Hunt will not regard any other person as its client in
relation to the offering of the Placing Shares.
Canaccord Genuity which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting on
behalf of H2 and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of their clients or for
providing advice in relation to any offering of the Placing Shares.
Canaccord Genuity will not regard any other person as its client in
relation to the offering of the Placing Shares.
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 Peel Hunt or Canaccord Genuity or by any
of their 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, and any liability therefore is
expressly disclaimed.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial advisor.
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. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to Eurocell's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
announcement will be realized. As a result, no undue reliance
should be placed on these forward-looking statements as a
prediction of actual results or otherwise.
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa or any other
jurisdiction in which offers or sales would be prohibited by
law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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