16th Nov 2009 07:00
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
16 November 2009
Brammer plc ("Brammer" or the "Company")
RESULTS OF RIGHTS ISSUE
Brammer announces that on 13 November 2009, being the latest date for receipt of valid acceptances, it had received valid acceptances in respect of 51,627,091 Rights Issue Shares, representing approximately 97.15 per cent of the total number of Rights Issue Shares offered to Shareholders pursuant to the Rights Issue announced by Brammer on 6 October 2009.
It is expected that the Rights Issue Shares will commence trading fully paid on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 16 November 2009.
It is expected that the Rights Issue Shares in uncertificated form will be credited to CREST accounts on 16 November 2009 and that definitive share certificates in respect of Rights Issue Shares in certificated form will be despatched by no later than 23 November 2009.
In accordance with the arrangements set out in Part 6 of the Rights Issue prospectus dated 6 October 2009 (the "Prospectus"), RBS Hoare Govett acting as underwriter, will be seeking to procure subscribers for the remaining 1,515,703 Rights Issue Shares for which valid acceptances have not been received, failing which RBS Hoare Govett has agreed to subscribe for those Rights Issue Shares. A further announcement as to the number of Rights Issue Shares for which subscribers have been procured will be made in due course.
Unless otherwise defined in this announcement, capitalised terms shall have the meaning given to them in the Prospectus.
Contacts
For further information, please contact:
Brammer plc +44 (0) 161 902 5572
David Dunn, Chairman
Ian Fraser, Chief Executive
Paul Thwaite, Finance Director
RBS Hoare Govett Limited +44 (0) 20 7678 8000
Lee Morton
Justin Jones
Hugo Fisher
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Martin Jackson
Nicola Smith
General
This announcement (and the information contained herein) is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The release, publication or distribution of this announcement and/or the transfer of the Rights Issue Shares in or into jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this announcement or any other document in connection with the Rights Issue comes or to whom this announcement is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Rights Issue Shares referred to in this announcement except on the basis of information in the Prospectus.
This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Rights Issue Shares should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Company in general as well as a summary of the risk factors to which an investment in the Rights Issue Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction. In particular, this announcement is not for distribution in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or any other Excluded Jurisdiction. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this announcement in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the securities laws or regulations of other jurisdictions.
This announcement and the information contained herein is not an offer of securities for sale in the United States. The Rights Issue Shares have not been and will not be registered under the United States Securities Act 1933 (as amended) or under the applicable securities laws of any state or other jurisdiction of the United States and will not qualify for distribution under any of the relevant securities of any of the Excluded Jurisdictions. Accordingly, unless a relevant exemption from such requirements is available, none of the Existing Ordinary Shares or the Rights Issue Shares may be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, in or into the United States or any other Excluded Jurisdiction or to, or for, the account or benefit of a person located in the United States or any other Excluded Jurisdiction. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.
RBS Hoare Govett Limited ("RBS Hoare Govett"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, financial adviser, broker and underwriter to the Company and for no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBS Hoare Govett or for providing advice to any such person in relation to the Rights Issue, the contents of this announcement, the Prospectus and the accompanying documents thereto or any matters or arrangements referred to herein or therein.
Apart from the responsibilities and liabilities, if any, which may be imposed on RBS Hoare Govett by FSMA or the regulatory regime established thereunder, RBS Hoare Govett accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it or on behalf of it, the Company or any other person, in connection with the Company and the Rights Issue Shares or the Rights Issue and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. RBS Hoare Govett accordingly disclaims all and any liability whatsoever, 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.
Cautionary note regarding forward looking statements
The statements contained in this announcement and the information referred to in it includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, liquidity, prospects, growth strategies and the industries in which the Group operates.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position of the Company, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. None of the statements made in this paragraph in any way obviate the requirement that the Company complies with the Prospectus Rules, the Disclosure and Transparency Rules, the Listing Rules or FSMA.
These forward-looking statements speak only at the date of this announcement. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, Brammer does not have any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, Brammer expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Brammer's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this announcement might not occur. Prospective investors should specifically consider the factors identified in this announcement and the Prospectus which could cause actual results to differ before making an investment decision.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance.
No person has been authorised to give any information or to make any representation other than those contained in this announcement and, if given or made, such information or representation must not be relied on as having been authorised by the Company or RBS Hoare Govett. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
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BRAM.L