TIDMLWB
RNS Number : 5104Q
Low & Bonar PLC
19 February 2019
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND
POSSESSIONS, CANADA, ISLE OF MAN, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE, THE UNITED ARAB EMIRATES OR ZAMBIA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF SHARES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE NEW SHARE
ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE,
SELL OR OTHERWISE DISPOSE OF SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS REFERRED TO BELOW. COPIES OF THE PROSPECTUS ARE
AVAILABLE FROM THE HEAD OFFICE OF LOW & BONAR PLC AND ON ITS
WEBSITE AT WWW.LOWANDBONAR.COM.
19 February 2019
Low & Bonar PLC (the Company)
Results of General Meeting
The Company announces that, at the General Meeting held earlier
today, the resolutions set out in the Notice of General Meeting
(the Resolutions) contained within the combined prospectus and
circular published by the Company on 30 January 2019 (the
Prospectus) were duly passed without amendment by a poll.
The number of votes 'for' and 'against' each of the resolutions
put before the General Meeting and the number of votes 'withheld'
were as follows:
For Against Total Votes Withheld
No. of Votes % No. of Votes % No. of Votes % of ISC voted No. of Votes
--------------------- ------------- ------ ------------- ----- ------------- --------------- -------------
Allotment of New
1. Shares 262,363,061 99.98 49,632 0.02 262,412,693 79.49% 51,953
--------------------- ------------- ------ ------------- ----- ------------- --------------- -------------
Discount of greater
2. than 10 per cent. 262,362,782 99.98 51,234 0.02 262,414,016 79.49% 50,630
--------------------- ------------- ------ ------------- ----- ------------- --------------- -------------
Notes:
1) The 'For' vote includes those giving the Chairman discretion.
2) Votes 'Withheld' are not counted in the calculation of the
proportion of votes 'for' or 'against' a resolution.
3) The total number of Shares in issue on 19 February 2019 was 330,106,588.
4) Copies of the resolutions passed will be submitted to the UK
Listing Authority via the National Storage Mechanism and will be
available in due course for inspection at
http://www.morningstar.co.uk/uk/NSM.
The passing of the Resolutions will enable the Company to
proceed with the fully underwritten Placing and Open Offer and Firm
Placing to raise gross proceeds of approximately GBP54 million
(GBP50 million net of estimated commissions, fees and expenses)
(the New Share Issue). The Placing and Open Offer and Firm Placing
remains conditional upon, amongst other things, Admission of the
New Shares having occurred not later than 8.00 a.m. on 20 February
2019 (or such later time and date as the Sponsor may agree).
Applications have been made to the UK Listing Authority for
359,649,707 New Shares to be admitted to the premium listing
segment of the Official List and to the London Stock Exchange for
such New Shares to be admitted to trading on the main market for
listed securities. These New Shares will be issued under
authorities granted by the Resolutions at today's General
Meeting.
It is expected that Admission will take place, and that dealings
in the New Shares will commence at 8.00 a.m. on 20 February
2019.
A copy of the Resolutions passed at the General Meeting has been
submitted to the National Storage Mechanism in accordance with
Listing Rules 9.6.2R and 9.6.3R and will be available for
inspection at http://www.morningstar.co.uk/uk/nsm.
Capitalised terms not defined herein have the meanings given to
them in the Prospectus, which is available on the Company's website
(www.lowandbonar.com).
Enquiries:
Low & Bonar PLC
Philip de Klerk (Group CEO)
Ian Ashton (Group CFO) 020 7535 3180
Peel Hunt LLP (Sponsor, Broker, Sole Bookrunner
to the Company)
Alastair Rae
Mike Bell
Charlie Batten
Ed Allsopp 020 7418 8900
Canaccord Genuity Limited (Co-Lead Manager
to the Company)
Bobbie Hilliam (Corporate Broking)
Alex Aylen (Sales) 0207 523 8000
Rothschild & Co (Financial Adviser to the
Company)
Stuart Vincent
William Marshall 020 7280 5000
Instinctif Partners
Matthew Smallwood
Rosie Driscoll 020 7457 2020
IMPORTANT NOTICE:
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus but an advertisement and investors should not acquire
any Shares referred to in this announcement except on the basis of
the information contained in the Prospectus published by the
Company in connection with the New Share Issue..
Copies of the Prospectus are available from the head office of
the Company and on the Company's website at www.lowandbonar.com
provided that the Prospectus is not, subject to certain exceptions,
available (through the website or otherwise) to Shareholders in the
United States of America or any other Excluded Territory. 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. The Prospectus provides further details
of the Shares being offered pursuant to the New Share Issue.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for Shares in any jurisdiction. No offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Shares will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States or any
other Excluded Territory, and should not be distributed, forwarded
to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
This announcement is not an offer of securities for sale in the
United States. The Shares and the Application Forms have not been
and will not be registered under the Securities Act or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable 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
will be no public offer of the Shares 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, subject to
certain exceptions, this announcement, the Prospectus and the
Application Forms should not be distributed, forwarded to or
transmitted in or into the United States or any other Excluded
Territory.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the New Share
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 legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
Each of Peel Hunt LLP (Peel Hunt), Canaccord Genuity Limited
(Canaccord) and N M Rothschild & Sons Limited (Rothschild &
Co, and together with Peel Hunt and Canaccord, the Banks) is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for the Company and no one else in connection
with the New Share Issue and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the New Share Issue and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for giving advice in
relation to the New Share Issue or any transaction or arrangement
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Banks by the FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
the Banks, nor any of their respective affiliates, directors,
officers, employees or advisers, accepts any responsibility
whatsoever for, or makes any representation or warranty, express or
implied, as to, the contents of this announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, by the
Company, the Directors or any other person, in connection with the
Company or the Shares or the New Share Issue and nothing contained
in this announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future.
The Banks and each of their respective affiliates each accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise which they might otherwise have in respect of this
announcement or any such statement. No representation or warranty
express or implied, is made by any of the Banks or any of their
respective affiliates as to the accuracy, completeness or
sufficiency of the information set out in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Application Forms, and, if
given or made, such information or representations must not be
relied on as having been authorised by the Company or Peel Hunt,
Canaccord and Rothschild. Subject to the Listing Rules, the
Prospectus Rules and the Transparency Rules of the Financial
Conduct Authority and the Disclosure Requirements (as such term is
defined in the Listing Rules), 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.
Peel Hunt and Canaccord and 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 Shares and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus to the Shares
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, Peel Hunt,
Canaccord and any of their respective affiliates acting as
investors for their own accounts. Except as required by applicable
law or regulation, Peel Hunt and Canaccord do not propose to make
any public disclosure in relation to such transactions.
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
ROMUKRORKUAUAAR
(END) Dow Jones Newswires
February 19, 2019 08:03 ET (13:03 GMT)
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