Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Results of Rights Issue

8th Jan 2015 07:00

RNS Number : 5985B
RPC Group PLC
08 January 2015
 

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.

 

 

8 January 2015

 

 

RPC Group Plc

("RPC" or the "Company")

 

Results of Rights Issue

98 per cent. take up of Rights Issue

 

On 27 November 2014 RPC announced a 1 for 3 Rights Issue and on 18 December 2014 62,596,987 New Ordinary Shares were admitted, nil paid, to trading on the London Stock Exchange's main market for listed securities (including 2,044 New Ordinary Shares following the Options Exercise as announced on 17 December 2014). RPC announces that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. (London time) on 7 January 2015) it had received valid acceptances in respect of 61,180,965 New Ordinary Shares, representing approximately 98 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the Rights Issue.

 

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts today, and that definitive share certificates in respect of the New Ordinary Shares in certificated form will be dispatched to Shareholders by no later than 15 January 2015.

 

It is expected that the New Ordinary Shares will commence trading fully paid on London Stock Exchange's main market for listed securities from 8.00 a.m. (London time) today, 8 January 2015.

 

In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue, Deutsche Bank and Panmure Gordon, on behalf of the Underwriters, will endeavour to procure subscribers for the remaining New Ordinary Shares for which valid acceptances were not received. This amounts to 1,416,022 New Ordinary Shares. The net proceeds from the placing of these shares, after the deduction of the Rights Issue Price of 320 pence per New Ordinary Share and the expenses of procuring subscribers (including any brokerage and commissions value added tax thereon), will be paid (without interest) by cheque to Shareholders who have not taken up their entitlements pro rata to their lapsed provisional allotments provided that individual amounts of less than £5 will not be paid to such persons but will be retained for the benefit of RPC.

 

If and to the extent that subscribers cannot be procured on the basis outlined above, the remaining underwritten New Ordinary Shares will be subscribed for by the Underwriters, each as principal pursuant to the Underwriting Agreement (or by sub-underwriters (if any) procured by the Underwriters in accordance with the Underwriting Agreement), in each case, at a price of 320 pence per New Ordinary Share, on the terms and subject to the conditions of the Underwriting Agreement. A further announcement as to the number of New Ordinary Shares for which subscribers have been found by the Underwriters will be made in due course.

 

The information and consultation processes with the Works Councils of certain French subsidiaries of the Promens Group are now complete. Consequently the Put Option has been exercised and the Promens Seller has entered into the Acquisition Agreement. RPC has received approvals from the relevant competition authorities in Germany and Poland as well as the required exemptions from the Central Bank of Iceland. Accordingly, anti-trust clearances in Russia and France are the only remaining regulatory approval conditions to the Acquisition, both of which are expected to be received during the first quarter of 2015.

 

For full details, please refer to the Prospectus, which is available on the Company's website www.rpc-group.com, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to persons located in the Excluded Territories.

 

Terms used in this Announcement shall have the same meanings as set out in the Prospectus.

 

For further information, please contact:

RPC Group Plc:

+44 (0)1933 410 064

Pim Vervaat, Chief Executive

 

Simon Kesterton, Group Finance Director

 

 

 

Rothschild - Financial Adviser and Sponsor:

+44 (0)20 7280 5000

Charles Montgomerie

 

Yuri Shakhmin

 

 

 

Deutsche Bank AG, London Branch - Joint Bookrunner:

+44 (0)20 7545 8000

Lorcan O'Shea

 

Charles Wilkinson

 

Drew Price

 

 

 

Panmure Gordon (UK) Limited - Joint Bookrunner:

+44 (0)20 7886 2500

Andrew Godber

 

Tom Salvesen

 

 

 

HSBC - Co-Lead Manager:

+44 (0)20 7991 8888

Mark Dickenson

 

Richard Fagan

 

 

 

FTI Consulting:

+44 (0)20 3727 1340

Richard Mountain

 

Nick Hasell

 

 

 

IMPORTANT NOTICE:

This announcement has been issued by, and is the sole responsibility of, RPC. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither the contents of RPC's website nor any website accessible by hyperlinks on RPC's website is incorporated in, or forms part of, this announcement.

 

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. A copy of the Prospectus is available from the registered office of RPC and on RPC's website at www.rpc-group.com. However, the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or any other Excluded Territory.

 

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other Excluded Territory. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

 

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, Canada, Japan or the Republic of South Africa.

 

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 herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Ordinary Shares, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States.

 

Rothschild, Deutsche Bank and HSBC, which are each authorised by the Prudential Regulation Authority and regulated by the FCA (in the case of Deutsche Bank only, to a limited degree by both Prudential Regulation Authority and the FCA) and Panmure Gordon (together with Rothschild, Deutsche Bank and HSBC, the "Banks"), which is authorised and regulated by the FCA in the United Kingdom are acting solely for the Company in relation to (in the case of Rothschild only) the Acquisition and (in the case of each of the Banks) the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Acquisition and the Rights Issue or any other matter referred to in this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed upon the Banks, by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Acquisition or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks 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 herein) which each of them might otherwise have in respect of this announcement or any such statement.

 

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or in the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

  

 

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

Related Shares:

Rpc Group
FTSE 100 Latest
Value8,396.08
Change-7.10