NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF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
23 February 2016
Chemring Group PLC ("Chemring" or the "Company")
Results of Rights Issue, Total Voting Rights and Notification of Transactions of Directors, Persons Discharging Managerial Responsibility ("PDMR") or Connected Persons
Chemring is pleased to announce that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. on 23 February 2016), it had received valid acceptances in respect of 82,293,281 ordinary shares of 1 pence each in the capital of Chemring (each a "New Ordinary Share"), representing approximately 95.78% of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 4 for 9 rights issue announced by the Company on 21 January 2016 (the "Rights Issue").
It is expected that dealings in the New Ordinary Shares, fully paid, will commence on the London Stock Exchange's main market for listed securities from 8.00 a.m. on 24 February 2016.
It is also expected that the New Ordinary Shares held in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 24 February 2016, and that share certificates in respect of New Ordinary Shares held in certificated form will be despatched to Qualifying Shareholders by no later than 8 March 2016.
In accordance with their obligations under the Underwriting Agreement, commencing at 7.00 a.m. on 24 February 2016, Investec Bank plc ("Investec") and JP Morgan Securities Plc ("JP Morgan Cazenove") shall use reasonable endeavours to procure, by no later than 5.00pm on 25 February 2016, subscribers for all (or as many as possible) of the remaining 3,622,547 New Ordinary Shares not validly accepted, failing which the Underwriters or their sub-underwriters have agreed to acquire, on a several basis, any remaining underwritten New Ordinary Shares. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
Qualifying Shareholders who did not take up their rights in the Rights Issue may have the New Ordinary Shares to which they are entitled sold on their behalf. To the extent that such New Ordinary Shares are sold at a premium to the Rights Issue offer price of 94 pence per New Ordinary Share, the relevant Qualifying Shareholders shall be entitled to such premium, subject to brokerage and exchange costs. Amounts of less than £5.00 and amounts in respect of fractions will not be paid to such Shareholders but will instead accrue for the benefit of Chemring.
A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
Capitalised terms not otherwise defined herein, are defined at Part XI of the combined prospectus and circular published by the Company on 21 January 2016.
Total Voting Rights
In accordance with the FCA's Disclosure and Transparency Rules, the Company notifies that as at 24 February 2016 following completion of the Rights Issue, the Company's issued share capital will consist of 281,425,256 Ordinary Shares, which have one vote per share, and 62,500 cumulative preference shares, with no voting rights save in specified limited circumstances. The Company holds 2,198,814 Ordinary Shares in treasury. Therefore, as at 24 February 2016, the total number of voting rights in the Company will be 279,226,442. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure and Transparency Rules.
Notification of transactions of directors, PDMRs or connected persons
Further to the announcement made by the Company on 19 February 2016 relating to certain transactions undertaken by the Company's directors, PDMRs and/or their connected persons in the Nil Paid Rights in connection with the Rights Issue (the "Nil Paid Rights Announcement"), in accordance with DTR 3.1.4R, the Company announces that today such directors, PDMRs and/or their connected persons have acquired New Shares corresponding to the number of Nil Paid Rights that were validly taken up as set out in the Nil Paid Rights Announcement.
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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Carlton Nelson |
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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 Meyers |
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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. 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. 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
A copy of the Prospectus is 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.
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 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.
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.
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. Barclays Bank PLC ("Barclays") 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. J.P. Morgan Cazenove, Investec, Barclays and Rothschild 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.
