9th Sep 2008 07:00
The Ministry of Defence
9 September 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR IN OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Government disposal of interest in QinetiQ Group plc
9 September 2008
The UK Secretary of State for Defence, acting through the UK Ministry of Defence (the 'MOD'), announces today that it intends to offer for sale 124,885,445 ordinary shares of 1p each (the 'Shares') in the capital of QinetiQ Group plc ('QinetiQ' or the 'Company'), representing its entire holding of ordinary shares in the Company. This represents, in aggregate, approximately 18.9 per cent. of the current issued ordinary share capital of QinetiQ. The MOD will retain the special share it owns in QinetiQ. The offering will be effected by way of an accelerated bookbuilt offering (the 'Placing') to be launched immediately following this announcement. Credit Suisse Securities (Europe) Limited ('Credit Suisse'), JPMorgan Cazenove Limited ('JPMorgan Cazenove') and Merrill Lynch International ('Merrill Lynch', and together with Credit Suisse and JPMorgan Cazenove, the 'Managers') have been appointed as Joint Global Co-ordinators and Bookrunners in respect of the Placing. N M Rothschild & Sons Limited ('Rothschild') has been appointed as independent financial adviser to the MOD in respect of the Placing. The placing price of the Shares will be determined at the close of the bookbuild and announced shortly thereafter.
The Shares will be offered and sold through offshore private placements outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended, (the 'Securities Act') and in the United States only to investors reasonably believed to be qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act or another available exemption therefrom.
Contacts:
The MOD
Darragh Mcelroy (MOD Press Office) +44 (0)20 7218 7909
Credit Suisse
George Maddison +44 (0)20 7888 8888
Antony Isaacs +44 (0)20 7888 8888
JPMorgan Cazenove
Laurence Hollingworth +44 (0)20 7155 5000
Robbie Constant +44 (0)20 7155 5000 Nicholas Hall +44 (0)20 7155 5000
Merrill Lynch International
John Crompton +44 (0)20 7628 1000
Simon Gorringe +44 (0)20 7628 1000
Oli Greaves +44 (0)20 7628 1000
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO (1) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS DIRECTIVE'); (2) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER'); OR (3) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement has been issued by the MOD and is the sole responsibility of the MOD.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of any securities of QinetiQ in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.
The Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to a U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.
Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by the MOD, Rothschild or any of the Managers.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by the MOD, the Managers, Rothschild or any of their respective affiliates that would, or which is intended to, permit a public offer of the Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the MOD, the Managers and Rothschild to inform themselves about and to observe any such restrictions.
Credit Suisse Securities (Europe) Limited, JPMorgan Cazenove Limited, Merrill Lynch International and N M Rothschild & Sons Limited are acting for the MOD only in connection with the Placing, and no one else, and will not be responsible to anyone other than the MOD for providing the protections offered to clients of Credit Suisse Securities (Europe) Limited, JPMorgan Cazenove Limited, Merrill Lynch International and N M Rothschild & Sons Limited nor for providing advice in relation to the Placing.
Related Shares:
Qinetiq