THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER. PLEASE SEE THE IMPORTANT NOTICES SET OUT BELOW.
CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PROSPECTUS DATED 12 JUNE 2014 ("PROSPECTUS").
01 July 2014
VOLEX PLC
("Volex" or the "Group")
Result of Placing and Open Offer
On 12 June 2014, Volex announced a proposed Placing and Open Offer of 24,067,171 new ordinary shares ("New Shares") at 75 pence each to raise approximately GBP18.1 million (US$30.3 million) (the "Placing and Open Offer").
The New Shares were offered to Qualifying Shareholders by way of the Open Offer on the basis of 4 Open Offer Shares for every 11 Existing Shares. The New Shares (excluding those for which shareholders and Directors irrevocably undertook to subscribe for under the Open Offer pursuant to irrevocable undertakings) were conditionally placed with institutional investors subject to clawback under the Open Offer.
The Open Offer closed for acceptances at 11.00 a.m. on 30 June 2014. Volex announces that valid acceptances have been received in respect of 17,275,556 Open Offer Shares representing a total of approximately 71.8 per cent. of those Open Offer Shares available under the Open Offer. Following the number of valid acceptances received from Qualifying Shareholders under the Open Offer, 6,791,615 Open Offer Shares will therefore be subscribed for by placees procured by Investec.
The Placing and Open Offer remains conditional, inter alia, upon the resolution to be put to the General Meeting due to be held at 10 a.m. on the 1 July 2014 being passed, admission of the New Shares to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 am on 2 July 2014.
Volex expects to announce the result of the General Meeting as soon as practicable after the meeting concludes on 1 July 2014.
This announcement should be read in conjunction with the full text of the Prospectus.
Following Admission, the number of ordinary shares that the Company has in issue will be 90,251,892. The total number of voting rights of the Company will be 90,251,892 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.
Enquiries:
Volex PLC
Christoph Eisenhardt / Nick Parker
Tel: +44 (0) 20 3370 8830
Investec Bank PLC
Patrick Robb / Andrew Pinder
Matt Lewis / Dominic Emery / Sebastian Lawrence
Tel: +44 (0) 20 7597 4000
Tulchan Communications
Christian Cowley / James Macey White
Tel: +44 (0) 20 7353 4200
IMPORTANT NOTICES
This announcement is an advertisement and does not constitute a prospectus. 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 is not an offer of securities for sale, or a solicitation of an offer to buy securities, in the United States or in any other jurisdiction where such offer or solicitation would not be permitted. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. The securities described in this announcement, when and if offered, will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction and the New Shares may not be offered, sold, pledged, or otherwise transferred directly or indirectly, within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not a prospectus or other offering document. There will be no public offering of securities in the United States.
Investec, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority, is acting for the Company only and no-one else in connection with the Placing and Open Offer and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Open Offer or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Open Offer or Admission or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA, Investec accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Shares, the Placing and Open Offer or Admission. Investec accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement of any such statement.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
