Publication of Prospectus

RNS Number : 2363T

Glenveagh Properties PLC

10 October 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document) and is not an offer of securities for sale, nor a solicitation of an offer to acquire securities, in any jurisdiction, including in, into or from the United States of America, Australia, Canada, Japan or the Republic of South Africa.  Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Glenveagh Properties PLC ("Glenveagh" or the "Company") in connection with: (1) the proposed admission of all of its ordinary shares ("Ordinary Shares") to (i) the primary listing segment of the Official List of the Irish Stock Exchange plc (the "Irish Stock Exchange") and to trading on the main market for listed securities of the Irish Stock Exchange; and (ii) the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") ("Admission"); and (2) the proposed offer of Ordinary Shares by the Company to certain institutional and professional investors ("Offer").  Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of the Prospectus is, subject to certain access restrictions, available from the Company's registered office, at the offices of A&L Goodbody, at 25 - 28 North Wall Quay, Dublin 1, D01 H104, Ireland and on the Company's website, www.glenveagh.ie.

10 October 2017

GLENVEAGH PROPERTIES PLC ANNOUNCES PUBLICATION OF PROSPECTUS

Further to the announcement published earlier today in connection with its Offer, Glenveagh Properties PLC confirms that its Prospectus dated 10 October 2017 has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive, and published by the Company.

The Prospectus is, subject to certain access restrictions, available in electronic form on the Company's website www.glenveagh.ie and from the Company's registered office, at the offices of A&L Goodbody, at 25-28 North Wall Quay, Dublin 1, D01 H104, Ireland during normal business hours.

An electronic 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 and will be submitted to the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland.

Applications have been made to the Irish Stock Exchange and the FCA for 617,049,000 Ordinary Shares to be admitted to the primary listing segment of the Official List of the Irish Stock Exchange and the standard listing segment of the Official List of the FCA (by way of a Standard Listing under Chapter 14 of the Listing Rules of the FCA) and to the Irish Stock Exchange and London Stock Exchange for such Ordinary Shares to be admitted to trading on the Irish Stock Exchange's main market for listed securities and the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that unconditional dealings will commence in the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange, at 8.00 a.m. (Dublin time) on 13 October 2017.

Unless defined herein, defined terms in this announcement shall have the same meaning as given in the Prospectus.

FOR FURTHER DETAILS CONTACT: 

Credit Suisse (Joint Global Coordinator)	[phone]
Matthew Grinnell
Camilla Hughes
Omri Lumbroso
Qussay Moawalla
Davy (Joint Global Coordinator and Sponsor)	[phone]
Ronan Godfrey
Brian Ross
Brian Garrahy
Orla Cowzer
Media
Gordon MRM	[phone]
Ray Gordon
David Clerkin

IMPORTANT NOTICES

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. 

The information 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, completeness or fairness. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for, any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. 

This announcement is not for publication or distribution, directly or indirectly, in, into or from the United States. This announcement is not an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (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 resold in 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. No public offering of securities is being made in the United States. 

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. 

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Prospectus published by the Company in connection with Admission and the Offer.

This announcement is only addressed to and directed at 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 (Directive 2003/71/EC), as modified by EU Directive 2010/73/EU, in each case as implemented in the relevant member state of the EEA ("Qualified Investors") and is being made available and supplied only to, and is directed only at Qualified Investors: (A) in Ireland who are "professional clients" as defined in Schedule 2 of the European Communities Markets in Financial Instruments Regulations 2007 (as amended); (B) in the UK who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order") and / or are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (C) who are persons to or at whom it may otherwise be lawful to communicate it to (all such persons being referred to as "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 such persons. Other persons should not rely or act upon this announcement or any of its contents. Any subscription for Ordinary Shares in the Offer should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission and the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked).

Certain statements contained in this announcement constitute "forward-looking" statements regarding the belief or current expectation of the Company and the Directors about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "may ", "could ", "should ", "will ", "expect ", "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek ", "continue",  "target ", "goal ", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Credit Suisse or Davy undertakes any obligation to release publicly any revisions or updates to these forward- looking statements to reflect events, circumstances, unanticipated events, new information or other matters occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Offer. The price and value of the Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Offer or Admission cannot be relied upon as a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage.

Potential investors should consult a professional advisor as to the suitability of the Offer for the person or entity concerned.

Credit Suisse, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA, is acting exclusively for the Company and no one else in connection the Offer and with Admission in the United Kingdom and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Offer, Admission in the United Kingdom or any matter referred to herein. Davy is regulated in Ireland by the Central Bank of Ireland. Davy is acting exclusively for the Company and no one else in connection with the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Offer, Admission, or any matter referred to herein.

In connection with the Offer and Admission, each of Credit Suisse and Davy, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Credit Suisse or Davy  or any of their respective affiliates acting as investors for their own accounts. Neither Credit Suisse nor Davy nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Credit Suisse, Davy or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in  this  announcement or  any  document referred to  in  this  announcement (or  whether  any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, Credit Suisse, Davy and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether  in  tort,  contract  or  otherwise  which  they  might  otherwise  have  in  respect  of  this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, Credit Suisse (as "Stabilisation Manager"), or any of its agents or delegates, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over-allot Ordinary Shares (the "Over-allotment Option") up to a total of 10 per cent. of the Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings of the Ordinary Shares on the Irish Stock Exchange and the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents or delegates to effect stabilisation transactions and there is no assurance that stabilisation transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents or delegates intend to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

END

 

 

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