Result of Rights Issue

RNS Number : 0808R

Inchcape PLC

24 April 2009

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR SWITZERLAND AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Inchcape plc

24 April 2009

Result of Rights Issue

Inchcape plc announces 95.57% acceptance 

Inchcape plc ('Inchcape' or the 'Company') announces that the 9 for 1 Rights Issue of up to 4,143,316,500 New Ordinary Shares at 6 pence per New Ordinary Share closed for acceptances at 11.00 a.m. (London time) on 23 April 2009. The Company received valid acceptances in respect of 3,959,596,151 New Ordinary Shares, representing approximately 95.57% of the total number of New Ordinary Shares offered to shareholders pursuant to the fully underwritten Rights Issue announced by Inchcape on 19 March 2009.  

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts on 24 April 2009 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be despatched to shareholders no later than 30 April 2009. 

It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 24 April 2009. In accordance with their underwriting obligations in respect of the Rights Issue announced on 19 March 2009, Merrill Lynch, HSBC and RBS Hoare Govett will seek subscribers for the remaining 183,720,349 New Ordinary Shares.

Enquiries:

Group communications, Inchcape plc:	[phone]
Investor Relations, Inchcape plc:	[phone]
Financial Dynamics:	[phone]
Jonathan Brill
Billy Clegg
Merrill Lynch International (Sole Global Coordinator, Sole Sponsor and Joint Bookrunner):	[phone]
Simon Fraser
Simon Gorringe
Rupert Hume-Kendall
HSBC (Joint Bookrunner):	[phone]
Nick Donald
Nick Uzel
RBS Hoare Govett (Joint Bookrunner):
Lee Morton	[phone]

Neil Collingridge	[phone]
Jimmy Bastock	[phone]

The defined terms set out in the Appendix apply in this announcement. This announcement has been issued by and is the sole responsibility of Inchcape plc.

Important notice 

Merrill Lynch International, HSBC, RBS Hoare Govett and Investec are acting for the Company and for no one else in connection with the Rights Issue and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Rights Issue or any other matter referred to in this announcement.

Greenhill, who is authorised and regulated by the Financial Services Authority, is acting for Inchcape and no one else in connection with the Rights Issue and will not be responsible to anyone other than Inchcape for providing the protections afforded to their client or for providing advice in relation to the Rights Issue or any other matter referred to in this announcement. 

Apart from the responsibilities and liabilities, if any, which may be imposed on any of Merrill Lynch, HSBC, RBS Hoare Govett, Investec and Greenhill by FSMA, none of Merrill Lynch, HSBC, RBS Hoare Govett, Investec and Greenhill accept any responsibility whatsoever, and they make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights Issue 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 Merrill Lynch International, HSBC, RBS Hoare Govett, Investec and Greenhill accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement or any such statement.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful.

This announcement does not constitute an offer for sale of securities of the Company in the United States, Australia, Canada, Japan, New Zealand the Republic of South Africa, Singapore or Switzerland. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares issued in connection with the Rights Issue have not been and will not be registered under the U.S. Securities Act or under the securities legislation of any state or territory or jurisdiction of the United States, and may not be offered, or sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States except pursuant to an exemption from registration under the Securities Act and in compliance with state securities laws. This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire any, securities to which this announcement refers unless they do so on the basis of the information contained in the prospectus published by the Company on 19 March 2009. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied upon for any investment contract or decision.  

There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares to be issued pursuant to the Rights Issue, in the United States. Neither this announcement (including and any materials distributed in connection with this announcement) nor any part or copy of it may be transmitted into the United States territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Singapore or Switzerland or any other such jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Singapore or Switzerland. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The Ordinary Shares (including Existing Ordinary Shares and New Ordinary Shares) have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Singapore or Switzerland and, subject to certain exemptions, may not be offered or sold within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Singapore or Switzerland.

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

DEFINITIONS

In this announcement the following expressions have the following meaning unless the context otherwise requires:

'certificated' or 'in certificated form'	a share or other security which is not in uncertificated form (that is, not in CREST);
'CREST'	the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear UK;
'Existing Ordinary Shares'	the ordinary shares of 25 pence each in the capital of the Company as at the date of the Prospectus;
'Fully Paid Rights'	rights to acquire New Ordinary Shares, fully paid;
'Greenhill'	Greenhill & Co. International LLP, a limited liability partnership registered in England and Wales under registered number C332045, whose registered office is at Lansdowne House, 57 Berkeley Square, London W1J 6ER;
'HSBC'	HSBC Bank plc, a company incorporated in England and Wales, with registered number 00014259 and registered office 8 Canada Square, London, E14 5HQ;
'Investec'	Investec Bank plc, a company registered in England and Wales with registered number 00489604, whose registered office is at 2 Gresham Street, London, EC2V 7QP;
'London Stock Exchange'	London Stock Exchange plc or its successor(s);
'Merrill Lynch' or 'Merrill Lynch International'	Merrill Lynch International, a company registered in England and Wales under registered number 02312079, whose registered office is 2 King Edward Street, London, EC1A 1HQ and a subsidiary of Bank of America Merrill Lynch;
'New Ordinary Shares'	the ordinary shares of 1 pence each in the capital of the Company to be issued by the Company pursuant to the Rights Issue;
'Nil Paid Rights'	rights to acquire New Ordinary Shares, nil paid;
'RBS Hoare Govett'	RBS Hoare Govett Limited, a company incorporated in England and Wales with registered number 02026375 and registered office at 250 Bishopsgate, London, EC2M 4AA;
'uncertificated' or 'in uncertificated form'	a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
'United Kingdom' or 'UK'	the United Kingdom of Great Britain and Northern Ireland;
'United States' or 'US'	the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and
'US Securities Act'	the United States Securities Act of 1933, as amended.

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