TIDMCSN
RNS Number : 6351R
Chesnara PLC
13 December 2016
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES.
13 December 2016
Chesnara plc ("Chesnara" or the "Company")
Results of Placing and Open Offer
On 24 November 2016, Chesnara announced details of a Firm
Placing and Placing and Open Offer to raise gross proceeds of
approximately GBP70 million through the issue of, in aggregate,
23,333,334 New Ordinary Shares at a price of 300 pence per New
Ordinary Share, with 18,668,994 New Ordinary Shares to be issued
through the Firm Placing and 4,664,340 New Ordinary Shares to be
issued through the Placing and Open Offer.
The Open Offer closed for acceptances at 11 a.m. on 12 December
2016. Chesnara is pleased to announce that it has received valid
acceptances under the Open Offer, including acceptances under the
Excess Application Facility, in respect of 12,465,882 Open Offer
Shares from Qualifying Shareholders. This represents approximately
267 per cent. of the Open Offer Shares. Qualifying Shareholders who
have validly applied for Open Offer Shares will receive their full
application up to their Basic Open Offer Entitlement. Applications
under the Excess Open Offer Entitlements Facility will be scaled
back in accordance with the terms of the Open Offer.
The Firm Placing and Placing and Open Offer remains conditional,
inter alia, upon the Resolutions being passed at the General
Meeting to be held at 11 a.m. on 13 December 2016. It is expected
that Admission will become effective and that dealings in the New
Ordinary Shares will commence at 8 a.m. on 15 December 2016 on the
main market of the London Stock Exchange. Chesnara expects to
announce the results of the General Meeting as soon as practicable
on 13 December 2016 after the meeting concludes.
Capitalised terms not otherwise defined in the text of this
announcement have the meanings given in the Company's Prospectus
dated 24 November 2016.
Enquiries:
Chesnara plc
John Deane, Chief Executive +44 (0)1772
David Rimmington, Finance Director 972079
Shore Capital
Sponsor and joint global co-ordinator
and joint bookrunner
Hugh Morgan +44 (0)20
Toby Gibbs 7408 4090
Panmure Gordon
Joint global co-ordinator and
joint bookrunner
Dominic Morley +44 (0)20
Charles Leigh-Pemberton 7886 2500
Stifel Nicolaus Europe Limited
(trading as Keefe, Bruyette &
Woods)
Financial Adviser in relation
to the Acquisition and Placing
Agent
Stephen Howard +44 (0)20
Max Cornu-Thenard 7663 5400
+44 (0)20
FWD Consulting 7280 0651
Financial PR +44 (0)7714
Roddy Watt 770493
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a
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. Nothing in this
announcement should be interpreted as a term or condition of or
form a part of, and should not be construed as, any offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, nor should it or any part of it form the
basis of, or be relied on in connection with, any contract or
commitment whatsoever. Any decision to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities in the
Company must be made only on the basis of the information contained
in and incorporated by reference into the Prospectus.
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 New Ordinary Shares 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 New Ordinary Shares in the United
States.
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 the Prospectus. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Firm Placing and Placing and Open Offer. 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 investor 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.
Certain figures contained in this announcement have been subject
to rounding adjustments. Accordingly, in certain instances, the sum
or percentage change of the numbers contained in this announcement
may not conform exactly with the total figure given.
Shore Capital is acting as sole sponsor in relation to the
Acquisition and the Firm Placing and Placing and Open Offer and
Shore Capital and Panmure Gordon (UK) Limited ("Panmure Gordon")
are acting as joint global co-ordinators and joint bookrunners in
relation to the Firm Placing and Placing and Open Offer. References
to "Shore Capital" refer to Shore Capital and Corporate Limited
and/or Shore Capital Stockbrokers Limited, as the context
permits.
Shore Capital is authorised and regulated in the UK by the FCA
and is acting exclusively for the Company and no one else in
connection with the contents of this announcement, the Acquisition,
the Firm Placing and Placing and Open Offer, Admission or any other
matters referred to in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Acquisition, the Firm Placing and Placing
and Open Offer, Admission or any other matters referred to in this
announcement and will not be responsible for providing the
protections afforded to their clients nor for giving advice in
relation to the contents of this announcement, the Acquisition, the
Firm Placing and Placing and Open Offer, Admission or any other
matter or arrangement referred to in this announcement.
Panmure Gordon, which is authorised and regulated in the UK by
the FCA, has been appointed as joint global co-ordinator and joint
bookrunner in connection with the Firm Placing and Placing and Open
Offer and Admission and is acting exclusively for the Company and
no one else in connection with the contents of this announcement,
the Firm Placing and Placing and Open Offer, Admission or any other
matters referred to in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Firm Placing and Placing and Open Offer,
Admission or any other matters referred to in this announcement and
will not be responsible for providing the protections afforded to
its clients nor for giving advice in relation to the contents of
this announcement, the Firm Placing and Placing and Open Offer,
Admission or any other matter or arrangement referred to in this
announcement.
Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette &
Woods), which is authorised and regulated in the UK by the FCA, has
been appointed as financial adviser in connection with the
Acquisition and placing agent in connection with the Firm Placing
and Placing and Open Offer and Admission and is acting exclusively
for the Company and no one else in connection with the contents of
this announcement, the Firm Placing and Placing and Open Offer,
Admission or any other matters referred to in this announcement and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Firm Placing and
Placing and Open Offer, Admission or any other matters referred to
in this announcement and will not be responsible for providing the
protections afforded to its clients nor for giving advice in
relation to the contents of this announcement, the Firm Placing and
Placing and Open Offer, Admission or any other matter or
arrangement referred to in this announcement.
Cautionary statement regarding forward-looking statements
This announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of the Company and
the Group. Such statements speak only as at the date of this
announcement, are based on current expectations and beliefs and, by
their nature, are subject to a number of known and unknown risks
and uncertainties that could cause actual results and performance
to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement.
Shore Capital, Panmure Gordon, Stifel Nicolaus Europe Limited
(trading as Keefe, Bruyette & Woods) and the Company do not
assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein.
Past performance of the Company cannot be relied on as a guide
to future performance. As a result, you are cautioned not to place
undue reliance on such forward-looking statements. A variety of
factors may cause the Company's or the Group's actual results to
differ materially from the forward-looking statements contained in
this announcement.
You are advised to read this announcement and the Prospectus in
their entirety for a further discussion of the factors that could
affect the Company'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.
No statement in this announcement is intended as a profit
forecast or a profit estimate and no statement in this announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
December 13, 2016 02:00 ET (07:00 GMT)