Guinness Peat Group PLC
05 April 2006
GUINNESS PEAT GROUP PLC
GLOBAL PLACEMENT OF NEW SHARES
This announcement is not for release, distribution or publication, whether
directly or indirectly and whether in whole or in part, into or in the United
States, Canada and Japan, and it does not constitute an offer of securities for
sale into any of those jurisdictions.
Guinness Peat Group plc ("GPG") announces that it has appointed Goldman Sachs
JBWere (NZ) Limited to manage a global placement for 40,000,000 new ordinary
shares of 5 pence each (with the right to place an additional 11,000,000 new
shares) in GPG. GPG has made application for admission to listing to the UK
Listing Authority ("UKLA") and for admission to trading to the London Stock
Exchange ("LSE") in respect of up to 51,000,000 ordinary shares of 5 pence each
("Shares") in connection with the placement. Application will also be made for
quotation of the Shares on the Australian Stock Exchange ("ASX") in CDI form.
The Shares will be freely tradeable on the New Zealand Stock Exchange ("NZSX")
on advice being given to the New Zealand Exchange Limited that the Shares have
been issued. The Shares will rank equally in all respects with the existing
issued share capital of GPG. For the avoidance of doubt the new shares will not
rank for the interim dividend for the year ended 31 December 2005 but will rank
for the 1 for 10 bonus issue as announced on 14 March 2006. All of GPG's
ordinary shares are currently listed on the official list of the UKLA, the ASX
and are quoted on NZSX, and rank equally in all respects.
The purpose of the Placement is to increase the depth of the Company's financial
resources to facilitate future investments. GPG is presently considering a
range of investment opportunities within its existing portfolio and in the
broader Australian, New Zealand and UK markets.
The placement will be undertaken through a global book build which is expected
to commence at 5.30pm on 5 April 2006 UK time being 4.30am on 6 April 2006 NZ
time. It is proposed that the issue of the Shares will occur at 10.30pm on 12
April 2006 UK time (being 9.30am on 13 April 2006 in New Zealand) and that
listing of the Shares by the UKLA, admission to trading on the LSE, and trading
on the ASX and NZSX will take place on 13 April 2006.
Goldman Sachs JBWere (NZ) Limited is the lead manager and sole book runner for
the Placement.
JR Russell
Company Secretary 5 April 2006
For queries please contact:
New Zealand: Tony Gibbs (Director) Tel: 0064 9 379 8888
Australia: Gary Weiss (Director) Tel: 00 612 8298 4300
London: Blake Nixon: (Director) Tel: 020 7484 3370
This announcement is for information purposes only and is not intended to
constitute, and should not be construed as, an offer or invitation to buy or
dispose of any Shares (or other securities) or investment advice in any
jurisdiction. The Shares will be offered in a private placement to eligible
institutional investors only. No prospectus has been or will be published in
connection with the placing of the Shares. The total number of Shares to be
allotted will be less than 10% of the total number of shares currently listed on
the LSE and ASX, and quoted on the NZSX.
The Shares have not been and will not be registered under the US Securities Act
of 1933, as amended (the "US Securities Act") and may not be offered or sold in
the United States absent registration or exemption from registration under the
US Securities Act. There will be no public offering of the Shares (or any other
securities) in the United States. The Shares will not be the subject of an offer
of securities to the public in the United Kingdom within the meaning of Section
102B of the Financial Services and Markets Act 2000. This announcement is only
being distributed to and is only directed at: (i) persons who are outside the
United Kingdom; or (ii) to investment professionals in the United Kingdom
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth
entities, and other persons, in the United Kingdom, to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons referred to as "Relevant Persons"). The Shares are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with, Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this announcement
or any of its contents. Persons distributing this announcement should satisfy
themselves that it is lawful to do so.
The Shares may not be offered or sold in Hong Kong other than to professional
investors within the meaning of the Securities and Futures Ordinance of Hong
Kong and in circumstances that do not constitute a public offer within the
meaning of the Companies Ordinance of Hong Kong.
This information is provided by RNS
The company news service from the London Stock Exchange
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