TIDMELM
RNS Number : 4586A
Elementis PLC
11 September 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY OF THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT.
INVESTORS SHOULD NOT SUBSCRIBE FOR THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED
IN THE PROSPECTUS PUBLISHED BY ELEMENTIS PLC AND AVAILABLE FROM ITS
REGISTERED OFFICE.
FOR IMMEDIATE RELEASE
11 September 2018
ELEMENTIS PLC
Publication of Class 1 Circular and Prospectus
Further to the announcement by the board of Elementis plc
("Elementis" or the "Company") earlier today relating to the terms
of a revised agreement for the acquisition of Mondo Minerals
Holding B.V. (the "Acquisition") and the terms of a fully
underwritten rights issue to raise total gross proceeds of the
pounds sterling equivalent of approximately $230 million (GBP176.4
million) (the "Rights Issue"), the Company announces the
publication of a Class 1 circular (the "Circular") and a prospectus
(the "Prospectus"), which have been approved today by the UK
Listing Authority, in connection with the Acquisition and the
Rights Issue.
The Circular and the Prospectus will shortly be available,
subject to regulatory restrictions, on the Elementis website at
www.elementisplc.com. A copy of the Prospectus will also be
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/nsm. Copies of
the Circular and Prospectus will also be available for inspection
during normal business hours on any Business Day, free of charge,
at the Company's principal place of business at Caroline House, 55
- 57 High Holborn, London, United Kingdom, WC1V 6DX. Copies of the
Circular containing the Notice of the General Meeting and Form of
Proxy will be posted to Elementis shareholders as soon as
practicable.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Prospectus.
Enquiries:
Elementis plc
James Curran, Investor Relations +44 (0) 207 067 2994
Tulchan
Martin Robinson +44 (0) 207 353 4200
Sheebani Chothani
UBS (Joint Global Coordinator, Joint Bookrunner, Sole Corporate
Broker and Sole Sponsor to Elementis)
Rahul Luthra +44 (0) 207 567 8000
Christopher Smith
Alistair Smith
HSBC (Joint Global Coordinator and Joint Bookrunner to
Elementis)
Mark Dickenson +44 (0) 207 991 8888
Sam Barnett
Evercore (Financial Advisor to Elementis)
Tom Massey +44 (0) 207 046 6741
Kirtan Pansari
OGG Consulting (Transaction consultant)
Oli Greaves +44 7795 505 663
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a circular
or a prospectus but an advertisement and investors should not
acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares referred to in this announcement except on the basis of the
information contained in the Circular and the Prospectus published
by the Company in connection with the Acquisition and the Rights
Issue. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. The information in this announcement is subject to
change. Copies of the Circular and the Prospectus when published
will be available from the registered office of the Company and on
the Company's website, provided that the Circular and the
Prospectus will not, subject to certain exceptions, be available to
certain Shareholders in certain restricted or Excluded Territories.
The Circular and the Prospectus will give further details of the
Acquisition and the Rights Issue.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or issue, or any solicitation of an offer to purchase,
subscribe for or otherwise acquire, any securities in the United
States or any other jurisdiction. The information contained in this
announcement is not for release, publication or distribution to
persons in, and should not be distributed, forwarded to or
transmitted in or into, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction where to do so might
constitute a violation of local securities laws or regulations.
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"), or under the securities legislation of any state
or other jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or South Africa. The
securities referred to herein 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 and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
has been and will be no public offering of the securities referred
to herein in the United States.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, this
announcement, the Circular and Prospectus (once published) and the
provisional allotment letters (once printed) should not, subject to
certain exceptions, be distributed, forwarded to or transmitted in
or into the United States, Australia, Canada, Japan, South Africa
or any other restricted or excluded territories or any jurisdiction
where to do so would be unlawful.
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Acquisition or the Rights Issue. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own independent legal adviser, business adviser, financial adviser
or tax adviser for legal, financial, business or tax advice.
UBS Limited and HSBC Bank plc (together, the "Underwriters"),
each of which is authorised by the Prudential Regulation Authority
(the "PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority (the "FCA"), are each acting for the
Company and for no one else in connection with the Acquisition and
the Rights Issue, and will not regard any other person as a client
in relation to the Acquisition and the Rights Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Acquisition, the Rights Issue or any
other matter, transaction or arrangement referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Underwriters by the FSMA or the regulatory
regime established thereunder, neither of the Underwriters nor any
of their respective affiliates accepts any responsibility or
liability whatsoever and makes no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, fairness, sufficiency, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company or the
Acquisition or the Rights Issue and nothing in this announcement
is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Each of the Underwriters
and their respective affiliates accordingly disclaims to the
fullest extent permitted by law all and any responsibility and
liability 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. Furthermore, each of the
Underwriters and/or their affiliates provides various investment
banking, commercial banking and financial advisory services from
time to time to the Company.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, when published, the Circular and Prospectus and, if given or
made, such information or representations must not be relied on as
having been authorised by the Company, UBS or HSBC. Subject to the
Listing Rules, the Prospectus Rules and the Disclosure Guidance and
Transparency Rules of the FCA, the issue of this announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of the Company since the date of this
announcement or that the information in it is correct as at any
subsequent date.
Each of the Underwriters and/or their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares and/or related instruments for their own account
for the purpose of hedging their underwriting exposure or
otherwise. Except as required by applicable law or regulation, the
Underwriters and their respective affiliates do not propose to make
any public disclosure in relation to such transactions.
This announcement contains certain forecasts, projections and
other forward-looking statements (i.e., all statements other than
statements of historical fact) in relation to, or in respect of the
financial condition, operations or businesses of the Group and/or
Mondo. Statements containing the words "expect", "anticipate",
"intends", "plan", "estimate", "aim", "forecast", "project" and
similar expressions (or their negative) identify certain of these
forward-looking statements. Any such statements involve risk and
uncertainty because they relate to future events and circumstances
and are based on current assumptions and depend on circumstances
that may or may not occur in the future and may cause the actual
results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements.
There are many factors that could cause actual results or
developments to differ materially from those expressed or implied
by any such forward looking statements, including, but not limited
to, matters of a political, economic, business, competitive or
reputational nature. Past performance should not be taken as an
indication or guarantee of future results, and no representation or
warranty, express or implied, is made regarding future performance.
No statement in this announcement should be construed as a profit
estimate or profit forecast. Neither the Company nor any other
person undertakes any obligation to update or revise any forward
looking statement to reflect any change in circumstances or
expectations.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares may decline
and investors could lose all or part of their investment; the Nil
Paid Rights, the Fully Paid Rights and the New Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Nil Paid Rights, the Fully
Paid Rights and/or the New Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares and determining appropriate distribution
channels.
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
PDIEALNFFDNPEFF
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September 11, 2018 10:42 ET (14:42 GMT)
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