AMENDED ANNOUNCEMENT
In the second paragraph of the Results of Placing of New Ordinary Shares announcement the word "million" has been deleted after the figure 12,084,337 as the total Pennon new ordinary shares, which have been placed with institutions, is 12,084,337.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Pennon Group Plc (Pennon or the Company)
RESULTS OF PLACING OF NEW ORDINARY SHARES
16 April 2015
Pennon is pleased to announce the successful completion of the placing launched earlier today (the Placing).
A total of 12,084,337 Pennon new ordinary shares of 40.7 pence each (the Placing Shares) have been placed with institutions at a price of 830 pence per Placing Share, raising gross proceeds of £100.3 million. The Placing Shares will, when issued, represent an increase of approximately 3% in Pennon's current share capital.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 40.7 pence each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing Shares.
Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (together, Admission). It is expected that settlement for the Placing Shares and Admission will take place at 8.00 a.m. on 21 April 2015 and that dealings in the Placing Shares will commence at the same time.
Following Admission, the total number of ordinary shares in issue in the Company will be 411,430,593 inclusive of 389,515 treasury shares which have no exercisable voting rights, and therefore following Admission the total number of voting rights in the Company will be 411,041,078.
For further information, please contact:
Pennon Group Plc +44 (0) 13 9244 3401
Susan Davy, Group Director of Finance
Sarah Heald, Head of Investor Relations
Credit Suisse +44 (0) 20 7888 8888
Stuart Field
James Green
Morgan Stanley +44 (0) 20 7425 8000
Andrew Foster
Martin Thorneycroft
IMPORTANT NOTICE
This announcement (the Announcement) and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the United States) Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised (each a Restricted Territory). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation, nor shall there be any sale of shares in the United States or any other Restricted Territory where such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or 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 other state or jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions within the meaning of, and in reliance on Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Credit Suisse Securities (Europe) Limited (Credit Suisse) and Morgan Stanley & Co. International plc (Morgan Stanley and together with Credit Suisse, the Joint Bookrunners) or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Credit Suisse and Morgan Stanley, which are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting as joint bookrunners for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither Credit Suisse, Morgan Stanley nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Credit Suisse, Morgan Stanley or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. Credit Suisse nor Morgan Stanley and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Credit Suisse, Morgan Stanley or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Nothing in this Announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or the future.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions 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. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of London Stock Exchange plc.
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.
