Results of EGM

RNS Number : 5162V

Cairn Homes plc

18 April 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States or any other jurisdiction, including in or into Canada, Japan, South Africa, Switzerland and Australia or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Any offer to acquire shares pursuant to the proposed firm placing, placing and open offer is made, and investors should only subscribe for or purchase any shares referred to in this announcement and should make any investment decision, solely on the basis of information contained in the prospectus (the "Prospectus") published by Cairn Homes p.l.c. ("Cairn Homes" or the "Company and, together with its subsidiaries, the "Group") on 23 March 2016 in connection with the admission of the new ordinary shares in the Company ("New Ordinary Shares") issued under the proposed firm placing, placing, and open offer (the "Firm Placing, Placing and Open Offer") to listing on the standard listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange (the "Admission"). A copy of the Prospectus has been made available on the Company's website (www.cairnhomes.com) and is available for viewing at the National Storage Mechanism at www.hemscott.com/nsm. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

18 April 2016

Cairn Homes p.l.c.

Results of EGM

The Board of Directors of Cairn Homes p.l.c. are pleased to announce that all of the Capital Resolutions proposed at the Extraordinary General Meeting held in Dublin today to approve the proposed Firm Placing, Placing and Open Offer (the "Capital Raise") of, in aggregate, 157,588,709 New Ordinary Shares and other related matters were duly passed.

Full details of the Capital Resolutions were set out in the circular published by Cairn on 24 March 2016 (the "Circular"). The Circular is available for inspection in electronic form on the Company's website, www.cairnhomes.com.

Details of the proxies from Shareholders in respect of each Capital Resolution are set out below:

Capital Resolution	For Number	%	Against Number	%	Withheld Number
1.   Authority to allot relevant securities	419,307,628	97.53	10,613,069	2.47	2,508
2.   Disapplication of pre-emption rights in connection with the Firm Placing and Placing and Open Offer	407,124,548	94.70	22,796,149	5.30	2,508

Notes:

1.     Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

2.     A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a Capital Resolution.

3.     Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

The Capital Raise remains conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and upon Admission. Admission (and completion of the Capital Raise) is expected to occur on 19 April 2016.

This announcement should be read in conjunction with the full text of the prospectus published by Cairn on 23 March 2016 (the "Prospectus") and the Circular issued on 24 March 2016. All capitalised/defined terms in this announcement and not otherwise defined shall have the meanings given to them in the Prospectus. The Prospectus is available for inspection in electronic form on the Company's website, www.cairnhomes.com.

For further information, please contact:

Cairn Homes p.l.c                                                                                                 [phone]

Michael Stanley

Eamonn O'Kennedy

BofA Merrill Lynch                                                                                           [phone]

James Fleming

Brian Hanratty

Goodbody                                                                                                             [phone]

Linda Hickey

Stephen Kane

Davy                                                                                                                     [phone]

Paul Burke

Eugenee Mulhern

Hume Brophy                                                                                                              [phone]

Maria Cryan

Edel Bach

About the Company

Cairn Homes is a well-capitalised Irish homebuilder, with an experienced management team, who are clearly focused on being a significant contributor in the delivery of much needed new homes in Ireland. The Company constructs high quality new houses and apartments with an emphasis on design, innovation and customer service. Cairn acquires greenfield and brownfield sites in Ireland that are suitable for residential development, with an emphasis on Dublin and the Dublin commuter belt, as well as in other major urban centres.

Important Notices

This announcement has been issued by Cairn Homes and is the sole responsibility of Cairn Homes. The information in this announcement is for background purposes only and does not purport to be full or complete. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction. Any subscription for New Ordinary Shares in the Capital Raise should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus are available from the Company's registered office and on the Company's website (www.cairnhomes.com) and is available for viewing at the National Storage Mechanism at www.hemscott.com/nsm.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, Canada, Japan, Switzerland or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.

This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States of America.  The securities referred to herein 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, except pursuant to an applicable exemption from registration under the Securities Act.  No public offering of securities is being made in the United States.

The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Switzerland or South Africa, and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities laws. Subject to certain exceptions, the New Ordinary Shares and the Open Offer Entitlements referred to herein may not be offered or sold in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, Switzerland or South Africa. There will be no public offer of securities in Australia, Canada, Japan, Switzerland or South Africa.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in any member state of the European Economic Area (the "EEA"), and within the EEA, the New Ordinary Shares in the Open Offer may not be offered or sold other than (i) in the United Kingdom and Ireland, to Qualifying Shareholders; and (ii) elsewhere to "qualified investors" within the meaning of the Prospectus Directive (Directive 2003/71/EC)  and amendments thereto, including the amendment contained in Directive 2010/73/EU as far as such amendment has been adopted by the relevant member state and includes any relevant implementing measure in the relevant EEA member state (the "Prospectus Directive"), or in other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Ordinary Shares shall result in a requirement for the publication by the Company or any other person of a prospectus pursuant to Article 3 of the Prospectus Directive.

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the New Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise or Admission cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Capital Raise for the person concerned.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of Merrill Lynch International, Goodbody and Davy (together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Merrill Lynch International, is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and no one else in connection with Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Admission, the Capital Raise or any matter referred to herein.

Goodbody Stockbrokers, trading as Goodbody, is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Capital Raise or any matter referred to herein.

J&E Davy, trading as Davy, is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Capital Raise or any matter referred to herein.

In connection with the Capital Raise, each of the Banks or any of their respective affiliates, may take up a portion of the New Ordinary Shares and/or related instruments in connection with the Capital Raise as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account(s) such New Ordinary Shares and/or related instruments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their respective affiliates acting as investors for their own accounts. Except as required for legal or regulatory obligations to do so, the Banks do not propose to make any disclosure in relation to the extent of any such investments or transactions. 

None of the Banks, any of their respective affiliates, or any of their or their affiliates' respective directors, officers or employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement or any document referred to in this announcement) or any other information relating to the Company or their respective subsidiaries or affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Banks, their respective affiliates, and each of their and their affiliates' respective directors, officers, employees and agents, and any other person acting on their behalf, expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

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