TIDMSYNT TIDMSYNN
RNS Number : 4490F
Synthomer PLC
15 July 2019
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT
FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OR SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. IT
DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED
AS, AN OFFERING OF NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW
SYNTHOMER SHARES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION.
NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR
CONDITION OF THE RIGHTS ISSUE. INVESTORS SHOULD NOT SUBSCRIBE FOR,
PURCHASE, OR OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
NIL PAID RIGHTS, FULLY PAID RIGHTS AND/OR NEW SYNTHOMER SHARES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS AND ON THE BASIS OF THE INFORMATION
CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
15 July 2019
Synthomer plc (the "Company")
Admission of Nil Paid Rights
Further to the announcement made on 10 July 2019 by the Company
regarding the publication of the Prospectus, the Company confirms
that 84,970,192 New Synthomer Shares were admitted, nil paid, to
the premium listing segment of the Official List of the Financial
Conduct Authority and to trading on the London Stock Exchange plc's
main market for listed securities at 8.00 a.m. today.
The Record Date for entitlement under the Rights Issue was 6:00
p.m. on 8 July 2019.
Provisional Allotment Letters have been posted to Qualifying
Non-CREST Shareholders other than, subject to certain exceptions,
Qualifying Non-CREST Shareholders with registered addresses in
Excluded Territories. CREST stock accounts of Qualifying CREST
Shareholders (other than, subject to certain exceptions, Qualifying
CREST Shareholders with registered addresses in the Excluded
Territories) are expected to be credited with Nil Paid Rights as
soon as practicable after 8.00 a.m. today.
Capitalised terms used in this announcement shall have the
meanings set out in the prospectus published by the Company on 10
July 2019 in connection with the Rights Issue (the "Prospectus"),
which is available on the Company's website at www.synthomer.com
(provided that the Prospectus will not be available (whether
through the website or otherwise) to shareholders in the United
States, subject to certain limited exceptions, or any of the other
Excluded Territories), at the National Storage Mechanism
(http://www.morningstar.co.uk/uk/NSM) and available for inspection
during normal business hours on business days, free of charge, at
the registered office of the Company, Temple Fields, Harlow, Essex,
CM20 2BH.
Further Enquiries:
Synthomer plc Tel: + 44 (0) 1279
Stephen Bennett, Chief Financial Officer 436211
Tim Hughes, Head of Investor Relations
Joint Financial Adviser, Sponsor, Joint Corporate
Broker, Sole Global Co-ordinator and Joint
Bookrunner
Barclays Bank PLC, acting through its Investment Tel: + 44 (0) 20
Bank ("Barclays") 7623 2323
Neal West
Nishant Amin
Robert Mayhew
Joint Financial Adviser
The Valence Group ("Valence") Tel: + 44 (0) 20
Kirk McIntosh 7291 4670
Ian George
Joint Corporate Broker and Joint Bookrunner
Canaccord Genuity Limited ("Canaccord") Tel: + 44 (0) 20
Chris Connors 7523 8000
Adam James
Sam Lucas
Joint Bookrunner
HSBC Bank plc ("HSBC") Tel: +44 (0) 20
Mark Dickenson 7991 8888
Sam Barnett
Joint Bookrunner
Citigroup Global Markets Limited ("Citi") Tel: +44 (0) 20
Robert Way 7986 4000
Christopher Tubeileh
Sean Weissenberger
Financial Public Relations Adviser
Teneo Tel: + 44 (0) 7703
Charles Armitstead 330 269
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 Nil Paid Rights, Fully Paid Rights and/or New Synthomer Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus. 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.
The Prospectus is not available (through the website or
otherwise) to Shareholders in the United States (subject to certain
limited exceptions), Australia, New Zealand, Canada, Japan, South
Africa or any other jurisdiction where to make it available might
constitute a violation of the securities laws or regulations of
such jurisdiction. The Prospectus provides further details of the
New Synthomer Shares, the Nil Paid Rights and the Fully Paid Rights
being offered pursuant to the Rights Issue.
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.
This announcement and the information contained herein is not
for distribution, publication or transmission, directly or
indirectly and whether in whole or in part, in, into or from the
United States, Australia, New Zealand, Canada, Japan, South Africa
or any other jurisdiction where to do so would constitute a
violation of the securities laws of such jurisdiction, except in
compliance with applicable securities laws. The distribution of
this announcement in other jurisdictions may be restricted by law
and 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 and regulations of such
jurisdiction.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights, the New
Synthomer Shares and the Provisional Allotment Letters have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority 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, into or within the United States, except pursuant to an
available 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 securities in the United
States. None of the New Synthomer Shares, the Nil Paid Rights, the
Fully Paid Rights, the Provisional Allotment Letters, 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 Synthomer Shares, the Nil Paid Rights,
the Fully Paid Rights, the Provisional Allotment Letters 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. The New Synthomer
Shares are being offered and sold outside the United States in
reliance on Regulation S of the Securities Act.
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, Nil Paid Rights, Fully Paid Rights or
New Synthomer Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for,
Nil Paid Rights, Fully Paid Rights or New Synthomer Shares or to
take up any entitlements to Nil Paid Rights will be made in any
jurisdiction in which such an offer or solicitation would be
unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
information described in this announcement and/or 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 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
Barclays, Citi and HSBC are each authorised in the United
Kingdom by the Prudential Regulatory Authority (the "PRA") and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA") and the PRA. Canaccord and Valence are each authorised
in the United Kingdom and regulated in the United Kingdom by the
FCA. Barclays, Citi, HSBC and Canaccord (together, the "Banks") and
Valence are acting exclusively for the Company and no one else in
connection with the Rights Issue or any other matter, transaction
or arrangement referred to in this announcement and will not regard
any other person as a client in relation to the Rights Issue or any
other matter, transaction or arrangement referred to in this
announcement and are not, 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 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 Banks and Valence by the FSMA or the
regulatory regime established thereunder, neither the Banks,
Valence nor any of their respective subsidiaries, branches,
affiliates or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) or make any
representation or warranty (express or implied) to any person for
any acts or omissions of the Company in relation to the Rights
Issue and 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 Nil Paid Rights,
Fully Paid Rights, Provisional Allotment Letters, New Synthomer
Shares or the Rights Issue and no representation or warranty,
express or implied, is made by any such persons in respect of the
forgoing. Nothing in this announcement is, or shall be relied upon
as, a promise or representation, whether as to the past or future.
Each of the Banks, Valence and their respective subsidiaries,
branches, affiliates and agents accordingly disclaim to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise which it might
otherwise have in respect of any acts or omissions of the Company
in relation to the Rights Issue and for the contents of this
announcement or any other information made available to or publicly
available to any interested party or its advisers (whether in
written, oral, visual or electronic form). Each of the Banks,
Valence and/or their affiliates provides various investment
banking, commercial banking and financial advisory services from
time to time to the Company.
Each of the Banks, Valence and their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
(including financing arrangements (including swaps or contracts for
difference) in relation to the Nil Paid Rights, the Fully Paid
Rights, the New Synthomer Shares and/or related instruments for
their own account for the purpose of hedging their underwriting
exposure or otherwise. In connection with the Rights Issue, the
Banks, Valence and any of their respective affiliates, acting as
investors for their own accounts may acquire Nil Paid Rights, Fully
Paid Rights, Provision Allotment Letters or New Synthomer Shares as
a principal position and in that capacity may retain, subscribe
for, purchase, sell, offer to sell or otherwise deal for their own
accounts in such Nil Paid Rights, Fully Paid Rights, Provision
Allotment Letters or New Synthomer Shares and other securities of
the Company or related investments in connection with the Rights
Issue or otherwise. Accordingly, references in the Prospectus to
the Nil Paid Rights, Fully Paid Rights, Provision Allotment Letters
or New Synthomer 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, any one of the Banks, Valence and any of their
respective affiliates acting as investors for their own accounts.
Except as required by applicable law or regulation, none of the
Banks, Valence or their respective affiliates proposes to make any
public disclosure in relation to such transactions.
In the event that the Banks subscribe for New Shares which are
not taken up by Qualifying Shareholders, the Banks may co-ordinate
disposals of such shares in accordance with applicable law and
regulation. Except as required by applicable law or regulation, the
Banks and their respective affiliates do not propose to make any
public disclosure in relation to such transactions.
This announcement should not be considered a recommendation by
the Banks, Valence or any of their respective affiliates in
relation to any purchase of or subscription for securities. None of
the information in this announcement has been independently
verified or approved by the Banks, Valence or any of their
respective affiliates. Save in the case of fraud, no liability is
accepted by the Banks, Valence or any of their respective
affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement.
No action has been taken by the Company, the Banks or Valence
that would permit an offering of the Nil Paid Rights, Fully Paid
Rights or New Synthomer Shares or possession or distribution of
this announcement, the Prospectus, the Provisional Allotment Letter
or any other offering or publicity material relating to the Nil
Paid Rights, Fully Paid Rights or New Synthomer Shares 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, such restrictions.
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 Provisional Allotment Letters
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company, the Banks,
Valence or any of their respective affiliates. Subject to the
Listing Rules, the Prospectus Rules and the Disclosure Guidance and
Transparency Rules of the FCA and the disclosure requirements
(articles 17, 18 and 19 of EU Regulation No. 596/2014 on market
abuse), 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.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact.
These forward-looking statements speak only as at the date of this
announcement. None of the Company, the Banks, Valence or their
respective Affiliates undertakes or is under any duty to update
this announcement or to correct any inaccuracies in any such
information other than pursuant to any requirements under
applicable law or the Listing Rules, the Prospectus Rules, the
Disclosure Guidance and Transparency Rules or MAR. To the fullest
extent permissible by law, such persons disclaim all and any
responsibility or liability, whether arising in tort, contract or
otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
None of the Company, Banks, Valence or any of their respective
affiliates is making any representation to any offeree or purchaser
of the Nil Paid Rights, Fully Paid Rights, Provision Allotment
Letters or New Synthomer Shares in the Rights Issue regarding the
legality of an investment by such offeree or purchaser under the
laws applicable to such offeree or purchaser
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, Fully Paid Rights and New Synthomer Shares
have been subject to a product approval process, which has
determined that 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,
Fully Paid Rights and/or New Synthomer Shares may decline and
investors could lose all or part of their investment; the Nil Paid
Rights, Fully Paid Rights and New Synthomer Shares offer no
guaranteed income and no capital protection; and an investment in
the Nil Paid Rights, Fully Paid Rights and/or New Synthomer 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 Rights Issue. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Banks 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,
Fully Paid Rights and/or New Synthomer Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, Fully Paid
Rights and/or New Synthomer 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
MSCUUSBRKNABAAR
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July 15, 2019 02:00 ET (06:00 GMT)
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