6th Mar 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
6 March 2009
Low & Bonar PLC
Results of Placing and Open Offer
On 19 February 2009, Low & Bonar PLC ("Low & Bonar" or "the Group") announced details of a Placing and Open Offer to raise approximately £30 million (net of expenses) through the issue of 132.5 million Open Offer Shares at 25 pence per Open Offer Share, as set out in the Prospectus dated 19 February 2009.
The Open Offer closed for acceptance at 11 a.m. on 5 March 2009. Low & Bonar today announces that it received valid acceptances under the Open Offer in respect of 43,315,849 Open Offer Shares from Qualifying Shareholders, which represents a take-up of approximately 32.7% per cent.
Accordingly, the remaining 89,173,710 Open Offer Shares have been allocated to certain leading institutional shareholders and other investors with whom they had been conditionally placed.
Shareholder approval for the Placing and Open Offer and Capital Reorganisation will be sought at the General Meeting to be held at 12.00 noon on 11 March 2009 at The Cumberland Hotel, Great Cumberland Place, London W1A 4RF.
It is expected that Admission and commencement of dealings in Open Offer Shares will become effective at 8.00 a.m. on 12 March 2009. Open Offer Shares in uncertificated form are expected to be credited to CREST accounts at 8.00 a.m. on 12 March 2009, and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched by 13 March 2009.
The total issued ordinary share capital of Low & Bonar following Admission will be 287,060,711 New Ordinary Shares of 5 pence each.
Definitions used in the Prospectus dated 19 February 2009 shall have the same meanings when used in this announcement unless the context otherwise requires.
Contacts:
Paul Forman Low & Bonar PLC +44 (0) 20 7535 3180
Adam Young Rothschild +44 (0) 20 7280 5000
Tim Rowntree Numis Securities +44 (0) 20 7260 1000
Simon Hardy RBS Hoare Govett +44 (0) 20 7678 8000
Andrew Umbers Evolution Securities +44 (0) 20 7071 4300
Rachel Hirst Hogarth Partnership +44 (0) 20 7357 9477
Andrew Jaques Hogarth Partnership +44 (0) 20 7357 9477
DISCLAIMER
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. 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.
This announcement should be read in conjunction with the full text of the Prospectus published by Low & Bonar on 19 February 2009 in relation to the Placing and Open Offer. Any decision to invest in the Open Offer Shares should only be made on the basis of information in the Prospectus, which contains further details relating to Low & Bonar in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares is subject. Copies of the Prospectus are available from Low & Bonar's registered office.
No person has been authorised to give any information or to make any representations other than those contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Low & Bonar, any of the Placing Agents or Rothschild. 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.
Rothschild, Numis, RBS Hoare Govett and Evolution are each acting exclusively for the Company in relation to the Placing and Open Offer and for no one else 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 Open Offer, or any other matters referred to in either this announcement or the Prospectus.
The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Canada, Australia, Japan or South Africa or New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.
The distribution of this announcement into jurisdictions other than the United Kingdom is or 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.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to in this announcement 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, its territories and possessions, or any State of the United States or the District of Columbia, absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
The times and dates mentioned throughout this announcement may be adjusted by Low & Bonar in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, existing Shareholders. References to times in this announcement are to London times unless otherwise stated. Different deadlines and procedures may apply in certain cases.
Neither the content of Low & Bonar's website (or any other website) nor the content of any website accessible from hyperlinks on Low & Bonar'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.
Related Shares:
LWB.L