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Admission to Trading and Total Voting Rights

14th Nov 2017 08:15

RNS Number : 3839W
ContourGlobal PLC
14 November 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

 

This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase any securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") and may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register 

any securities referred to herein in the United States or to make a public offering of the securities in the United States.

 

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information included in the prospectus (the "Prospectus") published by ContourGlobal plc on 9 November 2017. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever in any jurisdiction. Copies of the Prospectus are available for inspection from the Company's registered office: 15 Berkeley Street 6th Floor, London W1J 8DY, United Kingdom and on the Company's website at www.contourglobal.com.

 

For immediate release

 

14 November 2017

 

ContourGlobal plc

 

Admission to Trading on the London Stock Exchange and Total Voting Rights

 

 

Following the announcements on 12 October 2017 and 9 November 2017, ContourGlobal plc (the "Company") is pleased to announce that its entire ordinary share capital, consisting of 670,712,920 ordinary shares (the "Shares") has today been admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities ("Admission") under the ticker "GLO".

 

In accordance with paragraph 6.4.2R of the Disclosure Guidance and the Transparency Rules of the FCA, the Company announces that its Home Member State is the United Kingdom.

 

Upon Admission, the total number of voting rights in the Company is 670,712,920 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 under the Disclosure and Transparency Rules.

 

 

ENQUIRIES

 

Goldman Sachs International(Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner)

Christoph Stanger

Marco Messeri

Chris Emmerson

Duncan Stewart

+44 20 7774 1000

 

 

J.P. Morgan Cazenove(Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner)

Achintya Mangla

Jeannette Smits van Oyen

Nicholas Hall

Milena Grayde

+44 20 7742 4000

 

 

BNP Paribas

(Joint Bookrunner)

Guy Marks

Florence Sztuder

+44 20 7595 2000+33 157 082 200

 

 

Citigroup Global Markets Limited

(Joint Bookrunner)

Ken Robins

Philip Ten Bosch

+44 20 7500 5000

 

 

Morgan Stanley & Co International plc

(Joint Bookrunner)

Frank Hermelink

Angus Millar

+44 20 7677 8000

 

 

RBC Capital Markets

(Joint Bookrunner)

Dai Clement

Darrell Uden

 

+44 20 7653 4000

NM Rothschild & Sons Limited

(Financial Adviser to ContourGlobal L.P.)

Adam Young

Peter Nicklin

 

+44 20 7280 5000

Brunswick

(PR adviser to the Company)

Charles Pretzlik

Simon Maine

+44 20 7404 5959

 

 

DISCLAIMERS

 

Important Notice

 

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

 

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for Shares in the United States, Australia, Canada, Japan or any other jurisdiction where such offer or sale would be unlawful. The Shares have not been, and will not be, registered under the Securities Act of 1933. The Shares may not be offered or sold in the United States, except to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. All offers and sales of securities outside of the United Sates will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register the Shares in the United States or to make a public offering of the Shares in the United States or register the Shares under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan or elsewhere.

 

Any subscription or purchase of Shares in the global offer (the "Global Offer") should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission.

 

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Global Offer for the person concerned.

 

Goldman Sachs International, J.P. Morgan Securities plc, BNP PARIBAS, Citigroup Global Markets Limited, Morgan Stanley & Co. International plc and RBC Europe Limited (together, the "Banks"), each of which is authorised in the UK by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority and N M Rothschild & Sons Limited ("Rothschild") which is authorised and regulated in the UK by the Financial Conduct Authority, are acting exclusively for the Company (or, in the case of Rothschild, ContourGlobal L.P. (the "Major Shareholder")) and no one else in connection with the Global Offer, and will not regard any other person as their client in relation to the Global Offer and will not be responsible to anyone other than the Company (or, in the case of Rothschild, the Major Shareholder) for providing the protections afforded to their respective clients or for giving advice in relation to the Global Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Global Offer, any of the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus, to the 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 Banks or any of their respective affiliates acting as investors for their own accounts. None of the Banks nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

Aside from the responsibilities and liabilities, if any, which may be imposed on the Banks and Rothschild by the FSMA or the regulatory regime established thereunder or any other applicable regulatory regime, none of the Banks or Rothschild, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Each of the Banks, Rothschild and each of their respective affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of the announcement or its contents. Each of the Company, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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