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 OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.
15 December 2015
NCC Group plc
("NCC Group")
RESULTS OF THE PLACING AND OPEN OFFER
On 24 November 2015, NCC Group, the international, independent provider of Escrow, Assurance and Domain Services, announced its intention to raise approximately £126 million from the issuance of New Ordinary Shares by way of a Firm Placing and Placing and Open Offer.
The Open Offer closed at 11.00 a.m. on 14 December 2015 in accordance with its terms. NCC Group is pleased to announce that it has received valid acceptances from Qualifying Shareholders under the Open Offer in respect of 11,902,734 New Ordinary Shares, representing approximately 51.8 per cent. of the New Ordinary Shares available pursuant to the Open Offer. The remaining 11,083,573 New Ordinary Shares will be taken up pursuant to the Placing, with 22,949,986 New Ordinary Shares having already been issued pursuant to the Firm Placing.
The Placing and Open Offer remains conditional upon the passing of the Resolutions at the General Meeting of NCC Group to be held at 11.00 a.m. on 16 December 2015.
In addition, the Placing and Open Offer remains conditional upon Placing and Open Offer Admission becoming effective and the Underwriting Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. Application has been made to the UK Listing Authority for the 22,986,307 New Ordinary Shares to be issued in connection with the Placing and Open Offer to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Placing and Open Offer Admission will become effective and that dealings in the New Ordinary Shares issued in connection with the Placing and Open Offer will commence at 8.00 a.m. on 18 December 2015.
New Ordinary Shares issued under the Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts as soon as possible after 8.00 a.m. on 18 December 2015, and definitive share certificates for the New Ordinary Shares issued under the Placing and Open Offer in certificated form are expected to be despatched by no later than 8 January 2016.
Following Placing and Open Offer Admission the total issued share capital of NCC Group will increase to 275,799,363 NCC Group Ordinary Shares.
NCC Group holds a total of 116,714 NCC Group Ordinary Shares in treasury and therefore the total number of voting rights in NCC Group on Placing and Open Offer Admission will be 275,682,649. 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, NCC Group under the Financial Conduct Authority's Disclosure and Transparency Rules.
This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection on the National Storage Mechanism at: www.morningstar.co.uk/uk/NSM and on NCC Group's website at: http://www.nccgroup.trust.
Capitalised terms used in this announcement have the same meanings given to them in the prospectus published by NCC Group on 24 November 2015.
Enquiries
NCC Group Rob Cotton, CEO Atul Patel, Finance Director
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Tel: +44 (0)161 209 5432 |
Peel Hunt LLP (Sponsor, Joint Financial Adviser and Broker) Charlie Batten, Dan Webster, Jock Maxwell Macdonald, George Sellar
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Tel: +44 (0)207 418 8861 |
Rickitt Mitchell & Partners Limited (Joint Financial Adviser) Stuart Moss, Alex Wilson
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Tel: +44 (0)161 834 0600 |
Instinctif Partners (Public Relations) Adrian Duffield, Lauren Foster, Kay Larsen |
Tel: +44 (0)20 7457 2020 |
IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.
Neither the content of NCC Group's website nor any website accessible by hyperlinks to NCC Group's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Acquisition and/or Issue into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, Australia, South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The New Ordinary Shares have not been and will not be registered or qualified under the relevant laws of any state, province or territory of the Restricted Jurisdictions and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Restricted Jurisdictions except pursuant to an applicable exemption from registration or qualification requirements. Neither this announcement, the Prospectus nor the Application Form is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in the United States, Canada, Japan, Australia, South Africa or any jurisdiction in which such offer or solicitation is unlawful.
Subject to certain exceptions, neither this announcement, the Prospectus nor the Application Form will be distributed in or into any Restricted Jurisdiction, and neither this announcement, the Prospectus nor the Application Form constitutes a public offer of New Ordinary Shares to any person with a registered address in, or who is resident or located in (as applicable), any Restricted Jurisdiction.
The New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, directly or indirectly, into or within the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
None of the securities referred to in this announcement or the Prospectus have been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this announcement or the Prospectus. Any representation to the contrary is a criminal offence in the United States.
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares.
This announcement has been issued by, and is the sole responsibility of, NCC Group. 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 NCC Group or Peel Hunt. 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 NCC Group since the date of this announcement or that the information contained in it is correct at any subsequent date.
Peel Hunt, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FCA. Peel Hunt is acting as sponsor, corporate broker and joint financial adviser to NCC Group and no one else in connection with the matters set out in this announcement and the Prospectus and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the matters in this announcement and the Prospectus and will not be responsible to anyone other than NCC Group for providing the protections afforded to clients of Peel Hunt, or for providing advice in relation to any matter referred to in this announcement and the Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Peel Hunt accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with NCC Group or the New Ordinary Shares, the Acquisition or the Issue, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Peel Hunt accordingly disclaims to the fullest extent permitted by law 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 or any such statement.
No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of NCC Group for the current or future financial years would necessarily match or exceed the historical published earnings per share of NCC Group.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, NCC Group's results of operations, financial condition, liquidity, prospects, growth, strategies and NCC Group's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to NCC Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the Listing Rules the Prospectus Rules and the Disclosure and Transparency Rules, NCC Group undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.
This announcement should not be considered a recommendation by NCC Group or Peel Hunt or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities 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. You are advised to read this announcement and the Prospectus and the information incorporated by reference therein in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.
