Prospectus

RNS Number : 7873Y

SAGA PLC

11 September 2020

 

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY.

11 September 2020

Saga plc

Publication of combined prospectus and circular

Further to the announcement yesterday by Saga plc (the "Company" or "Saga") relating to its intention to raise £150 million in equity capital (the "Capital Raising"), the Company has published a combined prospectus and circular which has been approved by the Financial Conduct Authority (the "Prospectus") in connection with the Company's proposed Capital Raising.

The Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Prospectus is also available for inspection on the Company's website: www.corporate.saga.co.uk

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

For further information, please contact:

Saga plc Investor Relations	Mark Watkins	Tel: [phone]
Sponsor, Joint Global Coordinator and Joint Bookrunner
J.P. Morgan Cazenove	Edward Squire, James A. Kelly, Andrew Stockdale	Tel: [phone]
Joint Global Coordinator and Joint Bookrunner
Numis	Charles Farquhar, Stephen Westgate, Jamie Loughborough	Tel: + 44 (0) 20 7260 1000
Joint Bookrunner
HSBC	Anthony Parsons, Richard Fagan, Graeme Lewis	Tel: [phone]
Media Enquiries
Headland Consultancy	Susanna Voyle, Henry Wallers, Sophie O'Donoghue	Tel: [phone]

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus or prospectus equivalent but an advertisement and investors should not subscribe for, or otherwise purchase, acquire, sell or dispose of any of the securities referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. A copy of the Prospectus will shortly be available on the Company's website, provided that the Prospectus will not, subject to certain exceptions, be available to certain Shareholders in certain restricted or excluded territories. The Prospectus will give further details of the Capital Raising.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities of the Company (the "Securities"), or the solicitation of any vote or approval in, the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States" or "US") or in any other jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the UK and the availability of any offer to Shareholders of Saga who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the UK or Shareholders of Saga who are not resident in the UK will need to inform themselves about and observe any applicable requirements.

The Securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There will be no public offering of Securities in the United States and there is no intention to register any portion of any offering in the United States.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and HSBC Bank plc  ("HSBC") each of which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"), and Numis Securities Limited ("Numis", and together with J.P. Morgan Cazenove and HSBC, the "Joint Bookrunners"), which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for Saga and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Saga for providing the protections afforded to their clients or affiliates, or for providing advice in relation to any matter or arrangement referred to herein.

None of the Joint Bookrunners nor any of their respective affiliates (or any of their respective directors, officers, employees or advisers) accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or beliefs contained in this announcement (or any part hereof). None of the information in this announcement has been independently verified or approved by the Joint Bookrunners or any of their respective affiliates. The Joint Bookrunners and each of their respective affiliates (and their respective directors, officers, employees or advisers) accordingly disclaim all and any liability, whether arising in tort, contract or in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by either a Joint Bookrunner or any of their respective affiliates (or any of their respective directors, officers, employees or advisers) as to the accuracy, completeness or sufficiency of the information contained in this announcement. Save in the case of fraud, no responsibility or liability is accepted by the Joint Bookrunners or any of their respective affiliates (or any of their respective directors, officers, employees or advisers) for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such announcements must not be relied on as having been authorised by the Company, the Joint Bookrunners or any of their respective affiliates. Subject to the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules and MAR, the issue of this announcement and any subsequent announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information contained in it is correct as at any subsequent date.

This announcement contains "forward-looking statements", which include statements other than statements of historical facts, including, without limitation, those regarding the Company's intentions, beliefs or current expectations concerning, among other things, its future financial condition and performance and results of operations; its strategy, plans, objectives, prospects, growth, goals and targets; future developments in the industry and markets in which the Company participates or is seeking to participate; and anticipated regulatory changes in the industry and markets in which the Company operates. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aim", "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "guidance", "intend", "may", "plan", "project", "should" or "will" or, in each case, their negative, or other variations or comparable terminology. By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such forward-looking statements are based on numerous assumptions, some of which are outside of the Company's influence and/or control, regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Shareholders and potential investors are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial condition, results of operations, cash flows and distributions to Shareholders and the development of its financing strategies, and the development of the industry in which it operates, may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations, cash flows and distributions to Shareholders and the development of their financing strategies, and the development of the industry in which they operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. No statement in this announcement is intended to be a profit forecast.

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.

 

END

 

 

PDIGPUUUBUPUGPG