1st May 2009 07:00
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, AUSTRALIA OR SOUTH AFRICA
30 April 2009
DSG international plc ("DSGi" or the "Group")
PUBLICATION OF PROSPECTUS
Copies of the prospectus dated 30 April 2009 (the "Prospectus") relating to the proposed placing and rights issue which includes a notice of extraordinary general meeting have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at 25 The North Colonnade, Canary Wharf, London E14 5HS.In addition, the Prospectus will shortly be available to view on the Group's website (www.dsgiplc.com) or can be inspected at Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7TG, UK.
Contacts
For further information, please contact:
DSG international plc:
David Lloyd-Seed, Group Director of Communications +44 (0)17 2720 5065
Mark Webb, Head of Media Relations +44(0)17 2720 5019
A prospectus relating to the Placing and Rights Issue ("Prospectus") is expected to be published on 30 April 2009 and posted to Shareholders by 1 May 2009. The Prospectus will give further details of the placing shares ("Placing Shares"), the nil paid rights ("Nil Paid Rights"), the fully paid rights ("Fully Paid Rights") and the new ordinary shares ("New Shares") (together, the "Securities") to be offered pursuant to the Placing and Rights Issue.
A copy of the Prospectus when published will be available from the registered office of DSGi at Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7TG and at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excepted) up to 3 June 2009.
This announcement is not a Prospectus but an advertisement and investors should not subscribe for any Securities referred to in this announcement except on the basis of the information contained in the Prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for any Securities being issued in connection with the Placing and Rights Issue, in any jurisdiction in which such offer or solicitation is unlawful.
These materials are not for distribution, directly or indirectly, in or into the United States, Australia, Japan, or South Africa. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "US 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 the registration requirements of the US 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 any of the Securities in the United States.
The Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence.
The Placing Shares, the Nil Paid Rights, the Fully Paid Rights and the New Shares will not be registered under the securities laws of Australia, Japan or South Africa and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of Australia, Japan or South Africa.
Citi, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd., Rothschild, Barclays Bank PLC, BNP PARIBAS, HSBC Bank plc and RBS Hoare Govett Limited, each of which is authorised and regulated in the United Kingdom by the FSA, are acting exclusively for the Company and no one else in connection with the Placing and Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing and Rights Issue or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Citi, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd., Rothschild, Barclays Bank PLC, BNP PARIBAS, HSBC Bank plc and RBS Hoare Govett Limited by the FSMA, each of Citi, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd., Rothschild, Barclays Bank PLC, BNP PARIBAS, HSBC Bank plc and RBS Hoare Govett Limited accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to, the contents of this announcement (including its accuracy, completeness or verification) or any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the Placing, the Nil Paid Rights, the Fully Paid Rights, the New Shares or the Rights Issue. Each of Citi, J.P. Morgan Cazenove Limited, J.P. Morgan Securities Ltd., Rothschild, Barclays Bank PLC, BNP PARIBAS, HSBC Bank plc and RBS Hoare Govett Limited 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.
Neither the content of DSGi's website nor any website accessible by hyperlinks on DSGi's website is incorporated in, or forms part of, this announcement.
The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letters and/or the transfer of Placing Shares, Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or similar expressions and relate to, among other things, DSGi's results of operations, financial condition, liquidity, financial covenants, prospects, growth, strategies and the industries in which DSGi operates. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. Factors that might cause forward-looking statements to differ materially from actual results, include among other things, general economic conditions in the European Union, in particular in the United Kingdom, and in other countries in which DSGi has business activities or investments; the market position of DSGi or its subsidiaries; earnings, financial position, cash flows, liquidity, financial covenants, return on capital and operating margins of DSGi; anticipated investments and capital expenditures of DSGi; the impact of the Renewal and Transformation Plan; DSGi's relationship with its trade creditors; the inability of DSGi to hedge certain risks economically; and the potential exposure of DSGi to various types of market risks, such as foreign exchange rate risk, interest rate risk, liquidity risk and credit risk.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to compliance with applicable law, DSGi assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained herein and expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in DSGi's expectations with regard thereto or any change in events, conditions or circumstances on which such statement is based.
Related Shares:
DXNS.L