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Publication of combined prospectus and circular

25th Oct 2013 14:49

RNS Number : 4591R
Chime Communications PLC
25 October 2013
 



 25th October 2013

Chime Communications plc(the "Company")Publication of combined prospectus and circular

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

As required by Listing Rules 9.6.1R and 9.6.3R and Prospectus Rule 3.2.1R, a copy of the combined prospectus and circular dated 25th October 2013 (the "Prospectus"), relating to the proposed acquisition by the Company, through its wholly-owned subsidiary, Chime USA. Inc., of the entire issued share capital of Just Marketing, Inc. and the proposed placing of 8,533,334 million new ordinary shares of 25 pence each in the Company (the "Placing Shares"), has been approved by the FCA and published and submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The Prospectus is available on the Company's website, www.chimeplc.com, and may be inspected at the registered office of the Company at Southside, 105 Victoria Street, London SW1E 6QT.

For further details please contact:Company SecretaryChime Communications plcTel: +44 (0)20 7096 5888

DISCLAIMER

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS WHEN PUBLISHED WILL BE AVAILABLE FROM THE REGISTERED OFFICE OF CHIME AT SOUTHSIDE, 105 VICTORIA STREET, LONDON, SW1E 6QT.

Please note that the information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

This announcement or any part of it 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 the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The securities of the Company (including the Placing Shares) have not been and will not be registered under the US Securities Act of 1993, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an 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. The securities of the Company (including the Placing Shares) are being offered and sold only (i) outside the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act and otherwise in accordance with applicable laws, and (ii) in the United States to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act in transactions exempt from registration under the Securities Act.

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