Publication of Prospectus

RNS Number : 2727Q

De La Rue PLC

17 June 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION, INCLUDING BUT NOT LIMITED TO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, SWITZERLAND, THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OF AMERICA, WHERE THE EXTENSION OR AVAILABILITY OF THE CAPITAL RAISING (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD (I) RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION FILING OR OTHER FORMALITY WHICH DE LA RUE PLC REGARDS AS UNDULY ONEROUS, OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN ANY JURISDICTION, INCLUDING AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS THAT IS AVAILABLE ON THE COMPANY'S WEBSITE AT WWW.DELARUE.COM/INVESTORS/CAPITALRAISING.

PLEASE SEE THE IMPORTANT NOTICES INCLUDED IN THIS ANNOUNCEMENT.

17 June 2020

De La Rue plc

Publication of Prospectus

Further to the announcement by De La Rue plc (the "Company") this morning relating to its proposed Capital Raising, the Company announces that the combined circular and prospectus in respect of the proposed Capital Raising ("Prospectus") was approved today by the Financial Conduct Authority and has been published on the Company's website at www.delarue.com/investors/capitalraising.

The Prospectus, which contains the notice convening a General Meeting to be held on 6 July 2020 at 10.30a.m. at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS, will be posted to Qualifying Shareholders that have elected to receive hard copies of shareholder documentation on 18 June 2020.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Prospectus is not, subject to certain exceptions, available (whether through the Company's website or otherwise) to shareholders in the United States or any other Restricted Jurisdiction.

Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement titled "Proposed Capital Raising" made by the Company this morning.

The LEI of the Company is 213800DH741LZWIJXP78.

For further enquiries please contact:

De La Rue plc	[phone]
Clive Vacher, Chief Executive Officer
Rob Harding, Interim Chief Financial Officer Paul Sharma, Head of Investor Relations
Brunswick Group LLP (Financial PR)	+ 44 (0) 20 7404 5959
Stuart Donnelly
Charles Pretzlik

 

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sponsor or the Joint Bookrunners or by any of their respective affiliates or agents or any of its or their respective directors, officers, employees, members, agents, advisers, representatives or shareholders as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Neither this announcement nor any copy of it nor the information contained in it and any related materials is intended for publication or distribution in, and does not constitute an offer of securities in, any jurisdiction, including the United States, Australia, Canada, Japan, New Zealand, Singapore, Switzerland, the Republic of South Africa, where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation, and is not for distribution to any securities analyst or other person in any of those jurisdictions.

This announcement is not for use in the United States (other than as provided to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act) and may not otherwise be released, published, re-transmitted or re-distributed, directly or indirectly, in whole or in part, in, into or within the United States. The securities of the Company have not been, and will not be, registered under the Securities Act, or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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 offering of the securities of the Company in the United States. The New Ordinary Shares, the Prospectus, the application form distributed in respect of the Capital Raising ("Application Form") and this announcement have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form, the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

Accordingly, subject to certain exceptions, the Capital Raising was not and will not be made in the United States and neither this announcement, the Application Form nor the Prospectus constitute or will constitute an offer, or an invitation to apply for, or an invitation to subscribe for or acquire any New Ordinary Shares in the United States.

In Canada, the announcement is directed exclusively at persons in Canada who are both "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions (or section 73.3(1) of the Securities Act (Ontario), as applicable) and "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations. Shares issued in connection with the Capital Raising may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors and are permitted clients. Any resale of such shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this announcement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory.  The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 - Underwriting Conflicts ("NI 33-105"), the Sponsor and the Joint Bookrunners are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the Capital Raising.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom; Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom; Investec Bank plc ("Investec"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom are each acting exclusively for De La Rue and no one else in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than De La Rue for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raising referred to in this announcement or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.

Cautionary note regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors, De La Rue or the Group concerning, amongst other things, the results of operations, profitability, financial condition, liquidity, prospects, growth and strategies of De La Rue and the industry in which it operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond De La Rue's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy of the Group and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

None of the Company, Rothschild & Co, Barclays, Investec or Numis are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Regulation Rules and the Market Abuse Regulation).

 

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