14th Feb 2006 12:49
QinetiQ Group plc14 February 2006 Not for release, publication or distribution, directly or indirectly, in or intothe United States, Canada, Australia or Japan Announcement of Exercise of Over-Allotment Arrangements QinetiQ Group plc (the "Company") announces that in connection with the initialpublic offering of the Company (the "Global Offer"), Merrill LynchInternational, as stabilising manager, has today given notice to exercise theover-allotment arrangements in respect of 46,313,440 ordinary shares ("OrdinaryShares") in the Company. None of the £92.6 million proceeds arising from theexercise of the over-allotment arrangements will be received by the Company.Including the exercise of the over-allotment arrangements, the total size of theGlobal Offer was £710.1 million (355,069,709 Ordinary Shares). Following theexercise of the over-allotment arrangements, the free float will beapproximately 66.5% of the Ordinary Shares and the UK Secretary of State forDefence (the "MOD") and certain entities of The Carlyle Group (the "CarlyleShareholders") will own approximately 19.3% and 10.5%, respectively, of theCompany's total issued ordinary share capital. Merrill Lynch International, which is authorised and regulated in the UnitedKingdom by the FSA, is acting exclusively for the Company, the MOD and theCarlyle Shareholders and no-one else in connection with the Global Offer. Itwill not regard any other person as its clients in relation to the Global Offerand will not be responsible to anyone other than the Company, the MOD and theCarlyle Shareholders for providing the protections afforded to its respectiveclients, nor for providing advice in relation to the Global Offer, the contentsof this announcement or any transaction, arrangement or other matter referred toherein. This announcement does not constitute an offer of, or the solicitation of anoffer to buy or subscribe for, Ordinary Shares to any person in any jurisdictionto whom or in which such offer or solicitation is unlawful and, in particular,is not for release, publication or distribution in or into the United States,Australia, Canada or Japan. The offer and sale of the Ordinary Shares has not been and will not beregistered under the US Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of Australia, Canada or Japan.Subject to certain exceptions, the Ordinary Shares may not be offered or sold inAustralia, Canada, Japan or the United States or to, or for the account orbenefit of, any national, resident or citizen of Australia, Canada, Japan or theUnited States. Credit Suisse Securities (Europe) Limited, JPMorgan CazenoveLimited and Merrill Lynch International may arrange for the offer and sale ofOrdinary Shares in the United States to persons believed to be "qualifiedinstitutional buyers" in reliance on Rule 144A under the Securities Act, oranother exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act. The Ordinary Shares offered and soldoutside the United States are being offered in reliance on Regulation S underthe Securities Act. For enquiries: Merrill Lynch International Mark Gwynne, tel: +44 20 7995 3700 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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