Publication of Prospectus

RNS Number : 1056J

Galliford Try PLC

27 March 2018

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, ANY OF THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

27 March 2018

Galliford Try plc

Publication of Prospectus

Further to the announcement earlier today relating to the 1 for 3 fully underwritten £157.6 million Rights Issue (the "Rights Issue Announcement"), the Company is pleased to announce that the Prospectus has been approved by the Financial Conduct Authority and has been published.

The Prospectus will be posted to shareholders today and contains further details of the Rights Issue. The Prospectus is available on the Company's website (www.gallifordtry.co.uk) or it can be inspected at the registered office of the Company at Cowley Business Park, Cowley, Uxbridge, Middlesex UB8 2AL during normal business hours.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

For further enquiries please contact:

Galliford Try                                                                                                     01895 855 001

Peter Truscott, Chief Executive                                                                

Graham Prothero, Finance Director

Rothschild (Financial Adviser to Galliford Try)                                                020 7280 5000

John Deans

Alex Midgen

Peter Nicklin

Peter Everest

HSBC Bank plc                                                                                                020 7991 8888

(Joint Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)     

Mark Dickenson

Richard Fagan

Simon Cloke

Keith Welch

Peel Hunt LLP                                                                                                 020 7418 8900

(Joint Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

Charles Batten

Edward Knight

Harry Nicholas

Alastair Rae

Barclays Bank PLC (Joint Bookrunner)                                                            020 7623 2323

James Thomas

Lawrence Jamieson

Beau Freker

Tulchan Communications (PR adviser to Galliford Try)                                   020 7353 4200

James Macey White                                                                         

Martin Pengelley

Elizabeth Snow

Notes to editors

Galliford Try is listed on the London Stock Exchange and is a member of the FTSE 250. Housebuilding - through the Linden Homes business - develops private and affordable homes in prime locations. Partnerships & Regeneration - the regeneration business - delivers mixed-tenure solutions working with housing association, local authority and private sector partners. Operating as Galliford Try and Morrison Construction, the Construction business carries out building and infrastructure projects with clients in the public, private and regulated sectors. At the end of the last financial year to 30 June 2017, the Group generated revenue of £2.8 billion.

Important Notice

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE NEW ORDINARY SHARES OR ANY OTHER SECURITIES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM THE COMPANY'S REGISTERED OFFICE AND THE COMPANY'S WEBSITE: WWW.GALLIFORDTRY.CO.UK 

The defined terms set out in the Prospectus apply in this Announcement.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity.

Any offer to acquire the Company's securities pursuant to the offering referred to in these materials will be made, and any investor should make his/her investment decision, solely on the basis of information that is contained in the Prospectus. Copies of the Prospectus may be obtained at no cost from the Company, the Company's receiving agent, Equiniti Limited, or through the website of the Company at www.gallifordtry.co.uk, provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States and the other Excluded Territories. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights (the "Securities") being offered pursuant to the Rights Issue.

The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States or any of the other Excluded Territories. The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of the New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories. There will be no public offer of securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This announcement and the information contained herein do not constitute an offer of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. There will be no public offering of any securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Securities. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Neither the Company nor any of their representatives is making any representation to any offeree or purchaser of the Securities regarding the legality of an investment in the Securities by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each 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 in connection with the purchase of the Securities. In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Rights Issue, including the merits and risks involved.

The New Ordinary Shares to be issued pursuant to the Rights Issue 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.

This Announcement does not constitute a recommendation concerning the Acquisition or the Rights Issue.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority, in the United Kingdom; HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom; Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom; Barclays Bank PLC ("Barclays") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom are acting for Galliford Try  and no one else in connection with the Rights Issue referred to in this announcement 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 Galliford Try for providing the protections afforded to their respective clients or for providing advice in connection with the Rights Issue referred to in this announcement or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.

In connection with the Rights Issue, each of the Joint Bookrunners, and any of their respective affiliates, acting as investor for its own account, may take up the New Ordinary Shares and/or related instruments in the Rights Issue and in that capacity may retain, purchase or sell for its own account such securities and any New Ordinary Shares or related investments and may offer or sell such New Ordinary Shares or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this announcement to New Ordinary Shares being offered or placed should be read as including any offering or placement of New Ordinary Shares to any of the Joint Bookrunners or any of their respective affiliates acting in such capacity. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.

This announcement has been issued by Galliford Try and is the sole responsibility of Galliford Try. 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 Rothschild, HSBC, Peel Hunt or Barclays, or by any of their 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 any interested party or its advisers, and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement, therefore is expressly disclaimed.

Information to Distributors

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 Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that they each 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 Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary 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 offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters 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 Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares and determining appropriate distribution channels.

 

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