Placing

RNS Number : 3749F

Guinness Peat Group PLC

14 June 2012

 



GUINNESS PEAT GROUP PLC

Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, CANADA, SOUTH AFRICA OR JAPAN

SECONDARY PLACING OF 4,472,924 A ORDINARY SHARES AND 6,544,216 NON-VOTING ORDINARY SHARES IN YOUNG & CO.'S BREWERY P.L.C.(THE "COMPANY" OR "YOUNGS") BY GUINNESS PEAT GROUP PLC

14 June 2012

Further to the announcement released earlier today, Guinness Peat Group plc ("GPG") announces that it has sold, through its wholly owned subsidiary, GPG (UK) Holdings plc, 4,472,924 A ordinary shares and 6,544,216 non-voting ordinary shares in the Company at a price of £5.50 and £4.50, respectively (the "Placing").  GPG has raised aggregate gross sale proceeds of approximately £54 million through the Placing. Following completion of the Placing, GPG will cease to have an interest in the shares of the Company. 

The proceeds of the Placing are payable in cash on usual settlement terms and closing of the Placing is expected to occur on a T+3 basis on 19 June 2012, subject to the satisfaction or waiver of certain customary conditions. 

Chairman of GPG, Rob Campbell, stated:

"Today's sale of all of GPG's shareholding in Youngs is very pleasing in the context of GPG's previously stated strategy. Notwithstanding the fact that the shares were sold at a discount and below GPG's book value (£64 million in GPG's consolidated balance sheet as at 31 December 2011), the average sale price for the shares represents a very reasonable value return to GPG shareholders given the previously illiquid nature of the shares and given the average sale price represents an implied Youngs' historic price earnings ratio of approximately 15x¹. GPG will take these proceeds into account in pursuing its previously stated capital management initiatives."

Barclays Bank PLC, acting through its investment bank ("Barclays") and J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities under the name J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") are acting as joint bookrunners in connection with the Placing.

¹ Based on an implied market capitalisation at the respective placing prices and Youngs' reported adjusted basic earnings per share for the 52 weeks ended 2 April 2012.

Enquiry details are:

Guinness Peat Group plc                                                       [phone]

Anthony Eisen

Barclays                                                                            [phone]

Adam Welham

J.P. Morgan Cazenove                                                          [phone]

James Mitford

Barry Meyers

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING  MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) 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 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 securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US 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 except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of  the US Securities Act and  the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholder, Barclays or J.P. Morgan Cazenove or any of their respective affiliates.

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 (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholder Barclays or J.P. Morgan Cazenove or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholder, Barclays and J.P.  Morgan Cazenove to inform themselves about and to observe any applicable restrictions.

Barclays and J.P. Morgan Cazenove are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for the Selling Shareholder only in connection with the Placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to the respective clients of Barclays or J.P. Morgan Cazenove, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Chris Healy

Company Secretary

Guinness Peat Group plc

Tel: [phone]

14 June 2012

 

END

 

 

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