Admission to AIM
01 November 2006 - 7:05PM
UK Regulatory
RNS Number:3395L
Somero Enterprises Inc.
01 November 2006
Embargoed for 08.05 hrs
1 November 2006
This announcement is not a prospectus. Investors should not subscribe for or
purchase any securities referred to in this announcement except on the basis of
information published in the admission document dated 27 October 2006 relating
to Somero Enterprises, Inc.
THIS DOCUMENT MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO US PERSONS OR TO RESIDENTS,
NATIONALS OR CITIZENS OF CANADA, JAPAN OR AUSTRALIA.
Somero Enterprises, Inc.
Somero Enterprises, Inc. (R) ("Somero" or "the Company"), a U.S.-based designer
and manufacturer of concrete construction equipment, announces that the
Company's Common Shares have today been admitted to trading on the AIM market of
the London Stock Exchange ("AIM"). The Company's trading symbol is SOM.
Admission details
* On Friday 27 October 2006 it was announced that the Common Shares being
offered to institutional and professional investors (the "Placing") would be
priced at 125p per share.
* Based on this Placing Price, the market capitalisation of the Company
following the Placing was #42.85m.
* The number of Common Shares in issue at listing was 34,281,968.
* The Company raised approximately $10.03 million (#5.35m) in gross proceeds
from the Placing before expenses. Approximately $40.13 million (#21.41m) in
gross proceeds was received by Somero Holdings, LLC, the Company's existing
sole shareholder, which is controlled by The Gores Group, LLC ("Gores"), a
private equity firm based in Los Angeles, California.
* Somero Holdings, LLC remains a significant shareholder in Somero,
retaining 37.55% of the issued share capital of the Company following its
Admission today to the AIM market.
* The Company intends to use the net proceeds received from the Placing,
together with cash on hand, to repay a portion of its outstanding
indebtedness.
Jefferies International Limited acted as Lead Manager and Nominated Advisor and
Collins Stewart Europe Limited acted as Co-Lead Manager for the Placing.
Enquiries:
Financial Dynamics +44 (0)20 7831 3113
Edward Bridges, Managing Director
Harriet Keen, Senior Vice President
Matt Dixon, Consultant
U.S. Dollar amounts or Pounds Sterling amounts included in this document that
have been translated from Pounds Sterling or U.S. Dollars, respectively, have
been calculated using an exchange rate of #1.00 equals $1.8745 (being the noon
buying rate as certified for customs purposes by the Federal Reserve Bank of New
York on 24 October 2006).
"Somero", "Somero Enterprises" and "Laser Screed" are registered trademarks of
the Company in the United States. "Laser Screed" is a registered trademark of
the Company in Switzerland and the European Community. This document also
includes other registered and unregistered trademarks of the Company and other
persons.
The contents of this announcement, which have been prepared by and are the sole
responsibility of the Company, have been approved by Jefferies International
Limited solely for the purposes of section 21(2)(b) of the Financial Services
and Markets Act 2000.
Jefferies International Limited and Collins Stewart Europe Limited, each of
which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is each advising the Company in relation to the Placing.
Jefferies International Limited and Collins Stewart Europe Limited is each
acting exclusively for the Company and no one else and will not be responsible
to anyone other than the Company for providing the protections afforded to the
customers of Jefferies International Limited or Collins Stewart Europe Limited
nor for providing any advice in relation to the Placing or any other matter
referred to herein.
This announcement does not constitute or form part of any offer or invitation to
sell, or any solicitation of any offer to purchase any securities and any
purchase, shares of the Company. Any purchase of shares of the Company pursuant
to the Placing should only be made on the basis of the information contained in
the formal AIM admission document which was issued by the Company on 27 October
2007 in connection with the Placing (the "Admission Document") and any
supplement or amendment thereto. The Admission Document contains detailed
information about the Company and its management, as well as financial data.
The Placing will be made in the United Kingdom to institutional investors and
certain limited others. Neither this announcement nor any copy of it may be
taken or transmitted into the United States, Australia, Canada or Japan or to a
resident, national or citizen of the United States, Australia, Canada or Japan.
The Placing and the distribution of this announcement and other information in
connection with the placing in certain jurisdictions may be restricted by law
and persons into whose possession any document 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.
No shares or stock in the Company have been nor will they be registered under
the applicable securities laws of Australia, Canada or Japan and may not be
offered or sold within Australia, Canada or Japan or to, or for the account or
benefit of citizens or residents of Australia, Canada or Japan.
This announcement is not for distribution, directly or indirectly, in or into
the United States or to any U.S. person (as defined in Regulation S under the
U.S. Securities Act of 1933, as amended (the "Securities Act")). The shares of
the Company have not been and will not be registered under the Securities Act
and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons except pursuant to (i) a transaction meeting the
requirements of Rules 901 through 905 (including Preliminary Notes) of
Regulation S, (ii) an effective registration statement under the Securities Act,
or (iii) an exemption from the registration requirements of the Securities Act.
Hedging transactions involving shares of the Company may not be conducted unless
in compliance with the Securities Act.
This announcement does not constitute a recommendation concerning the shares of
the Company. The price and value of securities may go down as well as up. Past
performance is not necessarily a guide to future performance. Persons needing
advice should contact a professional adviser.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "plans", "projects", "anticipates", "expects", "intends", "may",
"will", or "should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include matters that
are not historical facts and include statements regarding the Company's
intentions, beliefs or targets.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement reflect the
Company's view with respect to future events as at the date of this announcement
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Save as required by law or by the
AIM Rules of the London Stock Exchange, the Company undertakes no obligation
publicly to release the results of any revisions to any forward-looking
statements in this announcement that may occur due to any change in its
expectations or to reflect events or circumstances after the date of this
announcement.
Information in this document or any of the documents relating to the placing
cannot be relied upon as a guide to future performance.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCILFLAIVLLVIR
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