28th Apr 2010 13:02
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
28 April 2010
Fenner PLC ("Fenner" or "the Company")
RESULTS OF PLACING RAISING APPROXIMATELY £36.3 MILLION
Fenner is pleased to announce the successful completion of the placing announced earlier today (the "Placing").
A total of 17,302,233 new ordinary shares of 25 pence each in Fenner (the "Placing Shares") have been placed by RBS Hoare Govett Limited ("RBS Hoare Govett") at a placing price of 210 pence per share, raising gross proceeds of approximately £36.3 million. The Placing Shares being issued represent approximately 9.9 per cent of the Company's issued ordinary share capital prior to the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.
Application will be made for, and the Placing is conditional on, inter alia, admission of the Placing Shares to the Official List of the UK Listing Authority and admission of the Placing Shares to trading on the London Stock Exchange plc's main market for listed securities (together "Admission"). It is expected that Admission will take place, and that dealings in the Placing Shares will commence, at 8.00am on Tuesday, 4 May 2010.
Enquiries:
Fenner PLC
Mark Abrahams, Chief Executive 01482 626501
Richard Perry, Finance Director
Weber Shandwick Financial 020 7067 0700
Nick Oborne
Stephanie Badjonat
RBS Hoare Govett 020 7678 8000
Simon Hardy
John MacGowan
This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part in or into the United States. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any restrictions on the distribution of this announcement. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Persons receiving this announcement should not distribute or send it into any jurisdiction where to do so would or might contravene local securities laws or regulations.
This announcement is for information purposes only and does not constitute or form part of an offer to sell or issue or the solicitation of an offer to subscribe for or buy, any Placing Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution or publication, release or distribution, in whole or in part, in or into the United States, Canada, Australia, South Africa or Japan.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be taken up, offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from the United States except pursuant to an applicable 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 Placing Shares are being offered and sold outside the United States in accordance with Regulation S. There will be no public offer of securities in the United States, the United Kingdom or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. 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.
The Placing Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, South Africa or Japan and subject to certain exceptions, the Ordinary Shares may not be offered or sold in Canada, Australia, South Africa or Japan or to, or for the account or benefit of, any resident of Canada, Australia, South Africa or Japan. There will be no public offer of securities in Canada, Australia, South Africa or Japan.
This announcement has been issued by Fenner and is the sole responsibility of Fenner. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by RBS Hoare Govett by any of its affiliates or agents as to or in relation to the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
RBS Hoare Govett, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fenner and for no one else in connection with the Bookbuilding and the Placing and will not be responsible to anyone other than Fenner for providing the protections afforded to clients of RBS Hoare Govett nor for providing advice to any other person in relation to the Placing or the Bookbuilding or any other matters referred to in this announcement.
The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This announcement contains certain statements that are or may be "forward-looking statements". These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All the statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Fenner's expectations, intentions and projections regarding its future performance, anticipated events or trends, Fenner's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Fenner's products and services) are forward-looking statements, which are not a guarantee of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of Fenner or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Fenner's present and future business strategies and the environment in which Fenner will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither Fenner nor RBS Hoare Govett nor any other person undertakes any obligation (other than, in the case of Fenner, pursuant to the Listing Rules and the Disclosure and Transparency Rules of the UK Listing Authority) to update publicly any of the information contained in this announcement, including any forward-looking statements or to review any forward-looking statements contained in this announcement, in the light of new information, change in circumstances, future events or otherwise.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
RBS Hoare Govett is acting as sole bookrunner and corporate broker in relation to the Placing.
Related Shares:
Fenner PLC