Results of Placing

RNS Number : 2088C

DCC PLC

27 September 2018

 

27 September 2018

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

DCC plc

Results of Placing

DCC plc ("DCC" or the "Company"), the leading international sales, marketing and support services group, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 8,904,500 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and J&E Davy ("Davy") at a price of 6,800 pence per Placing Share, raising gross proceeds of c.£606 million (before expenses). The placing price of 6,800 pence per Placing Share represents a discount of 1.5% to the intra-day price at 10:52 a.m. (being the time the placing price was agreed).

The Placing Shares represent approximately 10% of DCC's issued ordinary share capital, excluding Treasury Shares, prior to the Placing.

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 1 October 2018 at which time dealings in the Placing Shares will commence. The Placing is conditional, inter alia, upon Admission becoming effective not later than 8.00 a.m. on 1 October 2018 (or such later date as the Company, J.P. Morgan Cazenove and Davy may otherwise agree) and upon the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Enquiries

For Reference:

Donal Murphy, Chief Executive, DCC plc

Fergal O'Dwyer, Chief Financial Officer, DCC plc

Kevin Lucey, Head of Capital Markets, DCC plc

Mandy O'Sullivan, Director, Investor Relations & Corporate Finance, DCC plc

Telephone [phone] | Email: [e-mail]  www.dcc.ie

J.P. Morgan Cazenove

John Mayne / Barry Meyers / Richard Walsh

Telephone: [phone]

Davy

Kyran McLaughlin / John Lydon / Ronan Veale

Telephone: [phone]

IMPORTANT NOTICE

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, or South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the Placing Shares in Australia, Canada, Japan or South Africa or elsewhere.

This Announcement has been issued by, and is the sole responsibility, of the Company. This Announcement is not an offer to sell nor a solicitation to buy any securities in any jurisdiction, nor is it a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing.

This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 ( as amended) of the United Kingdom ("FSMA") does not apply.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of FSMA, and (C) persons to whom it may otherwise be lawfully communicated (each a "Relevant Person"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so.

Each of J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and Davy, which is regulated in Ireland by the Central Bank of Ireland is acting exclusively for the Company and no-one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Davy by FSMA or the regulatory regime established thereunder, none of J.P. Morgan Cazenove or Davy accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this Announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person, in connection with the Company, the Placing or the Placing Shares, and nothing in this Announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of J.P. Morgan Cazenove and Davy accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.  Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the ordinary shares in the Company have been subscribed for, or bought or sold, in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, J.P. Morgan Cazenove and Davy will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END

 

 

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