NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE APPLICABLE PROSPECTUS WHICH, FOLLOWING APPROVAL FROM THE FINANCIAL SERVICES AUTHORITY, WAS PUBLISHED BY SEVERFIELD-ROWEN PLC ON 28 FEBRUARY 2013 IN CONNECTION WITH THE RIGHTS ISSUE.
5 April 2013
Severfield-Rowen PLC
Result of rights issue
Severfield-Rowen PLC ("Severfield-Rowen") announces that it has received valid acceptances in respect of 194,424,836 New Ordinary Shares representing approximately 93.36 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 7 for 3 Rights Issue announced by Severfield-Rowen on 28 February 2013 and which closed at 11.00 a.m. on 4 April 2013.
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 5 April 2013, and definitive share certificates in respect of the New Ordinary Shares in certificated form will be dispatched to Qualifying Shareholders by no later than 12 April 2013. It is expected that the New Ordinary Shares taken up will commence trading fully paid on the London Stock Exchange today, 5 April 2013.
In accordance with the Underwriting Agreement, Jefferies International Limited ("Jefferies") will use its reasonable endeavours to procure subscribers for the remaining New Ordinary Shares, net of fractional entitlements, for which valid acceptances under the Rights Issue were not received. This amounts to 13,827,675 New Ordinary Shares. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured by Jefferies will be made in due course.
The net proceeds from a placing of these New Ordinary Shares, after the deduction of the Issue Price of 23 pence per New Ordinary Share and the expenses of procuring subscribers (including any applicable brokerage and other commissions and any amounts in respect of value added tax which is not recoverable) will be paid to those Qualifying Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be retained for the benefit of Severfield-Rowen.
If and to the extent that subscribers cannot be procured on the basis outlined above, the relevant New Ordinary Shares will be subscribed for by Jefferies pursuant to, and subject to the terms and conditions of the Underwriting Agreement.
Terms used in this announcement shall have the same meanings as set out in the Rights Issue prospectus dated 28 February 2013.
For further information, please contact:
Severfield-Rowen Plc John Dodds Executive Chairman Alan Dunsmore Finance Director |
01845 577896 |
Jefferies Hoare Govett Simon Hardy Lee Morton Harry Nicholas |
020 7029 8000 |
Pelham Bell Pottinger Archie Berens Guy Scarborough |
020 7861 3112 020 7861 3870 |
This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Company in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.
Copies of the Prospectus are available from the Company's registered office and on the Company's website at www.sfrplc.com provided that the Prospectus is not available (whether though the website or otherwise) to Restricted Shareholders, subject to certain exceptions.
Subject to certain exceptions, the Prospectus is not available to shareholders located in the United States or any of Australia, Canada, Japan or the Republic of South Africa (the "Excluded Territories"). This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of any Excluded Territory. There will be no public offer of the securities in the United States or any Excluded Territory. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any Excluded Territory or to, or for the account or benefit of, any national, resident or citizen of an Excluded Territory.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sole sponsor and financial adviser for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in connection with the Rights Issue, the contents of this announcement and the accompanying documents or any other transaction, arrangement or matter referred to herein or therein.
This announcement should not be considered a recommendation by Jefferies or any of its directors, officers, employees, advisers or any of their respective affiliates in relation to any purchase of or subscription for securities. No representation or warranty, express or implied, is given by or on behalf of any of Jefferies or any of its directors, officers, employees, advisers or any of their respective affiliates or any other person as to the accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by Jefferies or any of its directors, officers, employees, advisers or any of their respective affiliates. Save in the case of fraud, no liability is accepted by Jefferies or any of its directors, officers, employees, advisers 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 person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Jefferies or any other person. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency 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 and its group since the date of this announcement or that the information in it is correct as at any subsequent date.
Jefferies may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to Nil Paid Rights, Fully Paid Rights, Existing Ordinary Shares and/or New Ordinary Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure (if any) or otherwise. Moreover, subject to the terms of the Underwriting Agreement, Jefferies, or any of its affiliates acting as an investor for its or their own account(s) may subscribe for, retain, purchase or sell Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters and/or New Ordinary Shares and/or related investments for its or their own account(s) and in that capacity may offer or sell such securities and/or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this document to New Ordinary Shares being offered or placed should be read as including any offering or placement of New Ordinary Shares to Jefferies or any of its affiliates acting in such capacity. The aforementioned entities do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any applicable legal or regulatory requirements.
This announcement includes forward-looking statements within the meaning of the securities laws of certain jurisdictions. These forward-looking statements include, but are not limited to, statements other than statements of historical fact including without limitation, those regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risks and uncertainties, including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstances that may or may not occur in the future; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in its expectations or any changes in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the Financial Services Authority.
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 Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
