Results of Placing

RNS Number : 8716W

Essentra plc

12 November 2014

 



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 OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Essentra plc

("Essentra" or the "Company")

12 November 2014

Results of Placing

Essentra plc is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 23,659,761 new ordinary shares with a nominal value of 25 pence each (the "Placing Shares") have been placed by Deutsche Bank AG, London Branch ("Deutsche Bank") who is acting as lead manager and bookrunner (the "Bookrunner") at a price of 713.5 pence per Placing Share, raising gross proceeds of approximately £168.8 million. The Placing Shares being issued represent approximately 9.99 per cent. of the issued ordinary share capital of the Company prior to Placing.

Application has been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities (together, the "Admission"). It is expected that the Admission will take place no later than 8.00 a.m. on 14 November 2014 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.

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 after the date of issue.

The Placing is conditional upon, inter alia, Admission becoming effective as set out in more detail in the announcement of the Placing made earlier today. The Placing is also conditional on the Placing Agreement between the Company and the Bookrunner not being terminated.

Smaller Related Party Transactions

Pursuant to paragraph 11.1.10 of the Listing Rules, it is disclosed that the following related parties have received, as part of the Placing, the following allocations of New Ordinary Shares:

Name of Related Party	New Ordinary Shares of no par value allocated in the Firm Placing	£ value allocated in the Firm Placing at the Issue Price
BlackRock	2,427,585	£17,320,819

Enquiries

Essentra plc	[phone]
Colin Day, Chief Executive Matthew Gregory, Group Finance Director Joanna Speed, Corporate Affairs Director
Deutsche Bank
Matt Hall, Corporate Broking	[phone]
Lorcan O'Shea, Equity Capital Markets	[phone]
Buchanan
Richard Oldworth Helen Chan	[phone]

For further information, please visit www.essentra.com

General

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus.  In the UK, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Deutsche Bank is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and further authorised by the Prudential Regulation Authority ("PRA") and subject to limited regulation by the Financial Conduct Authority and the PRA in the United Kingdom.  Deutsche Bank is acting exclusively for the Company and no one else in connection with the Placing and the other matters referred to in this Announcement. Deutsche Bank will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Placing and the other matters referred to herein.

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 Bookrunner or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

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, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold 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 nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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