TIDMFORT
RNS Number : 1773U
Peel Hunt LLP
13 January 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION
IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
13 January 2017
Placing of Shares in Forterra plc ("Forterra" or the
"Company")
LSF9 Concrete II Ltd ("LSF9 Concrete"), has agreed to sell
approximately 20 million ordinary shares in the Company of one
penny each (the "Ordinary Shares") (the "Placing Shares") via an
accelerated bookbuild through Peel Hunt LLP ("Peel Hunt") and Numis
Securities Limited ("Numis").The Placing Shares represent
approximately 10% of the Company's issued share capital.
Peel Hunt and Numis are acting as Joint Bookrunners in respect
of the Placing, which will be launched immediately following this
announcement through an accelerated bookbuild, open to certain
existing and new investors. The final number of Placing Shares to
be placed and the placing price will be agreed by the Bookrunners
and LSF9 Concrete at the close of the bookbuild process, and the
results of the Placing will be announced as soon as practicable
thereafter. The timings for the close of the bookbuild process,
pricing and allocations are at the absolute discretion of Peel Hunt
and Numis.
The proceeds of the Placing are payable in cash and will be
settled on a T+5 basis, and closing of the Placing is expected to
occur on or about 13 January 2017. Forterra will not receive any
proceeds from the Placing.
The Company's ordinary shares held by LSF9 Concrete which were
not sold in the Placing are subject to a 90-day lock-up which is
subject to customary exceptions and may otherwise only be waived
with the consent of the Joint Bookrunners.
Market Abuse Regulation
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation. Upon the publication of this
announcement via a regulatory information service, this inside
information is now considered to be in the public domain.
Enquiries:
Peel Hunt LLP + 44 (0)20 7418 8914
Alastair Rae
Sohail Akbar
Numis Securties Limited
Jamie Loughborough +44 (0)20 7260 1312
DISCLAIMER
This announcement and the information contained herein may not
be published, distributed or transmitted, directly or indirectly,
in the United States (including its territories and possessions),
Canada, Australia, 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
document or other information referred to herein 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.
This announcement does not constitute an offer of securities for
sale or a solicitation of an offer to purchase securities in the
United States, Australia, Canada, Japan, or any other
jurisdiction.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, South
Africa or Japan or of any other jurisdiction. The Placing Shares
may not be offered or sold in the United States unless registered
under the US Securities Act or offered in a transaction exempt
from, or not subject to, the registration requirements of the US
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
In the United Kingdom, this document is only being distributed
to and is only directed at persons who (i) are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (ii) are persons falling within Article
49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). This document is directed only
at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this document relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
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. 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.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken that would permit an offering of
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions. No
prospectus or offering document has been or will be prepared in
connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
LSF9 Concrete, Peel Hunt LLP, Numis Securities Limited or any of
their respective affiliates.
Peel Hunt LLP and Numis Securities Limited, which are authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, are acting only for the Seller in connection with the
Placing and will not be responsible to anyone other than the Seller
for providing the protections offered to the clients of the
Bookrunners nor for providing advice in relation to the Placing or
any matters referred to in this announcement.
In connection with any offering of the Placing Shares, the
Bookrunners and/or any respective affiliates may take up a portion
of the securities in the offering as a principal position and in
that capacity may retain, purchase or sell for their own account
such securities. The Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDBXDBBGRX
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January 13, 2017 11:27 ET (16:27 GMT)
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