TIDMRPC
RNS Number : 5362W
RPC Group PLC
10 February 2017
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT
FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN
SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF
THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID
RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY
REFERENCE IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE
PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE
REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT
WWW.RPC-GROUP.COM.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
10 February 2017
For immediate release
RPC Group Plc
Admission of Nil Paid Rights
RPC Group Plc ("RPC" or the "Company") today announces that,
pursuant to the fully underwritten rights issue (the "Rights
Issue") announced on 9 February 2017, 82,954,687 New Ordinary
Shares of 5 pence each will be admitted to listing on the premium
listing segment of the Official List of the Financial Conduct
Authority and will be admitted, nil paid, to trading on the London
Stock Exchange plc's main market for listed securities at 8.00 a.m.
(London time) today.
Defined terms used in the prospectus dated 9 February 2017
published in connection with the Rights Issue (the "Prospectus")
shall have the same meanings when used in this announcement unless
the context requires otherwise.
For further information, please
contact:
+44 (0)1933
RPC Group Plc: 410064
Pim Vervaat, Chief Executive
Simon Kesterton, Group Finance
Director
Rothschild - Financial Adviser +44 (0)20 7280
and Sponsor: 5000
Charles Montgomerie
Yuri Shakhmin
Nathalie Ferretti
Deutsche Bank - Joint Global +44 (0)20 7545
Co-ordinator and Joint Bookrunner: 8000
Charles Wilkinson
Jimmy Bastock
Lorcan O'Shea
Jefferies - Joint Global Co-ordinator +44 (0)20 7029
and Joint Bookrunner: 8000
Chris Zeal
Antonia Rowan
Harry Nicholas
Lee Morton
+44 (0)20 7628
BofA Merrill Lynch - Co-Bookrunner: 1000
Peter Luck
Dennis Wierer
Edward Stratton
Daniel Norman
+44 (0)20 3727
FTI Consulting: 1340
Richard Mountain
Nick Hasell
IMPORTANT NOTICE:
This announcement has been issued by, and is the sole
responsibility of, RPC. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change. Neither the
contents of RPC's website nor any website accessible by hyperlinks
on RPC's website is incorporated in, or forms part of, this
announcement.
This announcement is not 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 Prospectus. The
Prospectus will give further details of the New Ordinary Shares,
the Nil Paid Rights and the Fully Paid Rights being offered
pursuant to the Rights Issue. A copy of the Prospectus will be
available from the registered office of RPC and on RPC's website at
www.rpc-group.com. However, the Prospectus will not, subject to
certain exceptions, be available (whether through the website or
otherwise) to Shareholders in the United States or any other
Excluded Territory.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which these materials are
released, published, distributed or forwarded should inform
themselves about and observe such restrictions. The information
contained herein is not for release, publication, distribution or
forwarding, directly or indirectly, in or into the United States or
any other Excluded Territory. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
such jurisdiction.
This announcement does not contain or constitute an offer for
sale, or the solicitation of an offer to purchase, any securities
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), or under the securities
laws or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred in the United States absent registration under the
Securities Act or pursuant to an available exemption from, or in
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. Any
offering of the securities in the United States will be made only
to a limited number of "qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act.
There will be no public offer of the securities in the United
States. None of the New Ordinary Shares, this announcement or any
other document connected with the Rights Issue has been or will be
approved or disapproved by the United States Securities and
Exchange Commission or by the securities commissions of any state
or other jurisdiction of the United States or any other regulatory
authority, and none of the foregoing authorities or any securities
commission has passed upon or endorsed the merits of the offering
of the New Ordinary Shares or the accuracy or adequacy of this
announcement or any other document connected with the Rights Issue.
Any representation to the contrary is a criminal offence in the
United States.
This announcement does not contain or constitute an offer to
sell, or the solicitation of an offer to purchase, any securities
to any person with a registered address in, or who is resident in,
Australia, Canada, Japan, the Republic of South Africa or in any
jurisdiction in which such an offer or solicitation is unlawful.
None of the securities referred to herein have been or will be
registered under the relevant laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Subject to certain limited exceptions, none of these
materials will be released, published, distributed or forwarded in
or into Australia, Canada, Japan or the Republic of South
Africa.
This announcement includes statements that are, or may be deemed
to be "forward-looking statements". Forward-looking statements are
statements that are not historical facts and that can be identified
by words such as "believe," "anticipate," "expect," "intend,"
"estimate", "forecast", "project", "aim,", "hope", "plan," "seek",
"predict," "continue," "assume," "positioned," "may," "will,"
"should," "shall," "risk" , "assurance" and other similar
expressions. Others can be identified from the context in which
they are made. These forward-looking statements include all matters
that are not historical facts. These forward-looking statements are
based upon various assumptions, many of which are based, in turn,
upon further assumptions. Although RPC believes that these
assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond its control. Such
risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements. RPC cautions investors that
forward-looking statements are not guarantees of future performance
and that its actual results of operations and financial condition,
and the development of the industry in which it operates, may
differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. The
cautionary statements set forth above should be considered in
connection with any subsequent written or oral forward-looking
statements that RPC, or persons acting on its behalf, may issue.
Factors that may cause RPC's actual results to differ materially
from those expressed or implied by the forward-looking statements
in this announcement include but are not limited to the risks
described under "Risk Factors" in the Prospectus.
These forward-looking statements reflect RPC's judgment at the
date of this announcement, are not intended to give any assurances
as to future results and are subject to change without notice.
Furthermore, forward-looking statements contained in this
announcement that are based on past trends or activities should not
be taken as a representation that such trends or activities will
continue in the future. No statement in this announcement is
intended to be a profit forecast or to imply that the earnings of
the RPC Group for the current year or future years necessarily will
match or exceed the historical or published earnings of the RPC
Group.
The statement of estimated synergies and cost savings in the
Prospectus relates to future actions and circumstances which, by
their nature, involve risks, uncertainties, contingencies and other
factors. As a result, these synergies and cost savings may not be
achieved, or those achieved may be materially different from those
estimated. These figures are unaudited numbers based on management
estimates and estimated synergies are contingent on completion of
the Letica Acquisition and could not be achieved by the RPC Group
independently.
RPC will comply with its obligations to publish updated
information as required by FSMA, the Market Abuse Regulation, the
Listing Rules, the Disclosure Guidance and Transparency Rules
and/or the Prospectus Rules or otherwise by law and/or by any
regulatory authority, but assumes no further obligation to publish
additional information.
You are advised to read this announcement and, once published,
the Prospectus in their entirety for a further discussion of the
factors that could affect RPC's future performance. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not
occur.
N M Rothschild & Sons Limited ("Rothschild") is authorised
and regulated in the United Kingdom by the FCA. Deutsche Bank AG,
London Branch ("Deutsche Bank"), is authorised under German Banking
Law (competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority (the "PRA"). It is
subject to supervision by the European Central Bank and BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the PRA and the FCA.
Jefferies International Limited ("Jefferies") is authorised and
regulated in the United Kingdom by the FCA. Merrill Lynch
International ("BofA Merrill Lynch") is authorised by the PRA and
regulated in the United Kingdom by the FCA and PRA. Each of
Rothschild, Deutsche Bank, Jefferies and BofA Merrill Lynch
(together, the "Banks") is acting solely for RPC in relation to the
Rights Issue and nobody else and will not be responsible to anyone
other than RPC for providing the protections afforded to their
respective clients nor for providing advice in relation to the
Rights Issue or any other matter referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon the Banks, by FSMA or the regulatory regime
established thereunder, none of the Banks accepts any
responsibility whatsoever or makes any representation or warranty,
express or implied, concerning the contents of this announcement,
including its accuracy, completeness or verification, or concerning
any other statement made or purported to be made by it, or on its
behalf, in connection with RPC, the New Ordinary Shares 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 Banks 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 herein) which each of them might
otherwise have in respect of this announcement or any such
statement.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or,
if and when published, in the Prospectus. This announcement does
not constitute a recommendation concerning any investor's options
with respect to 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 with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
-- ends --
This information is provided by RNS
The company news service from the London Stock Exchange
END
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