NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE REGISTERED OFFICE OF CHEMRING GROUP PLC AND ON ITS WEBSITE AT WWW.CHEMRING.CO.UK.
21 January 2016
Chemring Group PLC ("Chemring" or the "Company")
Publication of prospectus
Further to the announcement earlier today by Chemring regarding the proposed fully underwritten Rights Issue to raise gross proceeds of approximately £80.8 million, the Company announces that the Prospectus relating to the Rights Issue has been approved by the UK Listing Authority.
The Prospectus will be made available on Chemring's website, www.chemring.co.uk and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of the Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at Roke Manor, Old Salisbury Lane, Romsey, Hampshire, SO51 0ZN from the date of the Prospectus up to and including the date of Admission.
The Prospectus, which contains a notice of a General Meeting to be held at 9.30 a.m. on 8 February 2016, will be posted to Qualifying Shareholders as soon as practicable today.
Defined terms herein shall have the meanings given to them in the Prospectus.
Enquiries:
Chemring Group PLC |
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Michael Flowers |
Group Chief Executive |
+44 (0)1794 833 901 |
Steve Bowers |
Group Finance Director |
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Rupert Pittman |
Group Director of Corporate Affairs |
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MHP Communications |
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Andrew Jaques |
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+44 (0)20 3128 8100 |
John Olsen |
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James White |
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Rothschild (Financial Adviser) |
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John Deans |
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+44 (0)20 7820 5000 |
Richard Sedlacek |
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Investec Bank PLC (Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner) |
Keith Anderson |
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+44 (0)20 7597 4000 |
Christopher Baird |
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J.P. Morgan Cazenove (Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner) |
Robert Constant |
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+44 (0)20 7742 4000 |
Laurene Danon |
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Steve Smith |
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Barclays (Co-Bookrunner)
Barry Myers |
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+44 (0)20 7773 2500 |
Ben West
IMPORTANT NOTICE:
This announcement has been issued by and is the sole responsibility of Chemring. The information 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
This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.
A copy of the Prospectus will, be available from the registered office of Chemring and on Chemring's website at www.chemring.co.uk. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or the Commonwealth of Australia, its territories and possessions, Canada, Japan and the Republic of South Africa (each an "Excluded Territory"). Neither the content of Chemring's website nor any website accessible by hyperlinks on Chemring's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.
This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, an Excluded Territory or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory any Excluded Territory. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into an Excluded Territory.
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 securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Shares, the Nil Paid Rights, the Fully Paid Rihts, the PAL or the Form of Proxy, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Shares, the Nil Paid Rights, the Fully Paid Rights, the PAL, the Form of Proxy or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters 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 Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
Recipients of this announcement and/ or the Propsectus 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 Rights Issue. 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 Shareholder 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.
Notice to all investors
J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. N M Rothschild & Sons Limited ("Rothschild") authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Barclays Bank plc ("Barclays") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove, Investec, Rothschild and Barclays are acting for Chemring and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Chemring for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Investec in their capacities as Joint Sponsors by the FSMA, none of J.P. Morgan Cazenove, Investec, Barclays or Rothschild accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Chemring or the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Shares or the Rights 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. Each of J.P. Morgan Cazenove, Investec, Barclays and Rothschild accordingly disclaims to the fullest extent permitted by law all and any responsibility and 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. Each of J.P. Morgan Cazenove, Investec, Barclays and Rothschild and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to Chemring.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Chemring or J.P. Morgan Cazenove, Investec, Barclays or Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Chemring since the date of this announcement or that the information in it is correct as at any subsequent date.
J.P. Morgan Cazenove, Investec and Barclays and their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, Fully Paid Rights or New Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, J.P. Morgan Cazenove, Investec and Barclays and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, J.P. Morgan Cazenove, Investec and Barclays do not propose to make any public disclosure in relation to such transactions.
