Further re Rights Issue
Paragon Group Of Companies PLC
14 February 2008
The Paragon Group of Companies PLC
14 February 2008
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE PARAGON
GROUP OF COMPANIES PLC ON 11 JANUARY 2008 IN CONNECTION WITH THE PROPOSED RIGHTS
ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE COMPANY'S REGISTERED
OFFICE
The Paragon Group of Companies plc ('Paragon' or the 'Company')
Rights Issue - Directors to subscribe in full
The Board of Paragon announces that the Directors of the Company have subscribed
for the rights attributable to 100% of their shareholdings in the Company under
the Rights Issue. The total cost of subscription for the rights to the Directors
will be £1.8 million.
Bob Dench, Chairman, commented: 'The full take up by the Directors of their
rights is a strong vote of confidence in Paragon and reflects their conviction
as to the value inherent in the Company.'
For a full description of the Company, current trading and prospects and risk
factors, investors are advised to consult the Company's prospectus dated 11
January, 2008 (the 'Prospectus') and the interim management statement dated 18
January, 2008. Investors are reminded of the following key facts concerning
Paragon:
- Paragon's buy to let ('BTL') lending strategy is focused primarily on
professional and other experienced landlords
- As at 30 September, 2007 Paragon had a high quality portfolio of loan assets
totalling £11.0 billion, including approximately £10.0 billion of first mortgage
BTL loans
- The average indexed loan to value across Paragon's BTL portfolio was 66.6% as
at 30 September, 2007 with an arrears rate of 0.18% of accounts at that date
- Taking into account the Rights Issue proceeds, all of the Paragon's loan
assets are fully funded to maturity. Furthermore, neither Paragon nor any of
its subsidiaries (the 'Group') has any exposure to any structured investment
vehicles, collateralised debt obligations or any other similar securities or
financing structures
- Receipt of the Rights Issue proceeds will allow for the repayment in full of
the Group's £280 million Corporate Facility on its due date of 27 February, 2008
- Adjusting for receipt of the net proceeds of the Rights Issue, the pro forma
net assets of the Group as at 30 September, 2007 would be £588.7 million, which
represents 197p per Ordinary Share expected to be in issue immediately following
the completion of the Rights Issue (see note 1 below)
- In order for the Company to be able to continue to write significant levels of
new business going forward, the Board continues to pursue actively all prudent
funding options open to it, although there can be no certainty as to the future
availability or cost of such funding
- The Board also continues to explore possible strategic options for the
enhancement of shareholder value
Shareholders are reminded that the last date for acceptance and payment in full
and registration of renounced provisional allotment letters is 11.00 am on
Wednesday 20 February, 2008. All enquiries in connection with the action that
shareholders should take in connection with the Rights Issue should be addressed
to Computershare Investor Services on 0870 707 1244 (or +44 0870 707 1244 if
calling from outside the UK).
For all other enquiries, please contact:
The Paragon Group of Companies PLC
Nigel Terrington, Chief Executive
Nick Keen, Finance Director
Tel: +44 121 712 2024
UBS
Adrian Haxby
Christopher Smith
Neil Patel
Tel: +44 20 7567 8000
Fishburn Hedges
Morgan Bone
Tel: +44 20 7839 4321
Mobile: +44 7767 622 967
Note
1. The pro forma net asset value per Ordinary Share of 197p has been calculated
by dividing the pro forma net assets of the Group as at 30 September 2007 of
£588.7 million (see page 71 of the Prospectus), by the number of Ordinary Shares
expected to be in issue immediately following the completion of the Rights Issue
of 298,491,029 (see page 17 of the Prospectus). No account has been taken of the
trading results of Paragon for the period commencing 1 October 2007 in this
calculation.
General
UBS Investment Bank, which is authorised and regulated in the UK by the FSA, is
acting as financial advisor, sponsor, corporate broker and underwriter to the
Company and no one else in connection with the Rights Issue and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of UBS Investment Bank or for providing advice in relation
to the Rights Issue or for any other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on
UBS Investment Bank by FSMA or the regulatory regime established thereunder, UBS
Investment Bank accepts no responsibility whatsoever for the contents of this
announcement or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Rights Issue. UBS Investment Bank
accordingly disclaims all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have in respect
of such announcement or any such statement.
The distribution of this announcement into a jurisdiction other than the UK may
be restricted by law and therefore persons into whose possession this
announcement 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 any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, New Ordinary Shares,
Provisional Allotment Letters, Nil Paid Rights, Fully Paid Rights and/or to take
up any entitlements to Nil Paid Rights in any jurisdiction in which such an
offer or solicitation is unlawful.
The New Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights
and the Fully Paid Rights have not been and will not be registered under the
Securities Act or under any relevant securities laws of any state or other
jurisdiction of the US and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, within the
US absent of registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act and in compliance with
state securities laws. The New Ordinary Shares, the Provisional Allotment
Letters, the Nil Paid Rights and the Fully Paid Rights have not been approved or
disapproved by the SEC, any state securities commission in the US or any US
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares, the Provisional
Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the accuracy or
adequacy of the Prospectus. Any representation to the contrary is a criminal
offence in the US. Offers of the New Ordinary Shares, the Provisional Allotment
Letters, the Nil Paid Rights and the Fully Paid Rights are being made outside
the US in offshore transactions within the meaning of and in accordance with
Regulation S under the Securities Act.
In addition, none of the New Ordinary Shares, the Provisional Allotment Letters,
the Nil Paid Rights or the Fully Paid Rights will qualify for distribution under
any of the relevant securities laws of any of the Excluded Territories.
Accordingly, the New Ordinary Shares, the Provisional Allotment Letters, the Nil
Paid Rights and the Fully Paid Rights may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within any of the Excluded Territories.
This announcement contains forward-looking statements, which are based on the
Board's current expectations and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or events to
differ materially from those expressed or implied in such statements. These
forward-looking statements are subject to the risk factors described in the
section of the Prospectus entitled 'Risk Factors'. It is believed that the
expectations reflected in these statements are reasonable, but they may be
affected by a number of variables which could cause actual results or trends to
differ materially. Each forward- looking statement speaks only as of the date of
the particular statement. Except as required by the Listing Rules, the
Disclosure and Transparency Rules, the Prospectus Rules, the London Stock
Exchange or otherwise by law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
No statement in this announcement is intended as a profit forecast.
This information is provided by RNS
The company news service from the London Stock Exchange