Result of Rump placing

RNS Number : 0161A

Connect Group PLC

17 December 2014

 



Connect Group PLC

("the Company")

Results of Rump Placing

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THE ANNOUNCEMENT IS AN ADVERTISMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICES SECTION BELOW.

Following the announcement made earlier today regarding valid acceptances under the Rights Issue announced by the Company on 12 November 2014, the Company confirms that J.P. Morgan Securities plc and Liberum Capital Limited in their capacity as Joint Bookrunners, have procured subscribers for 4,197,167 New Ordinary Shares for which valid acceptances were not received, representing 100 per cent. of such New Ordinary Shares for which valid acceptances were not received, at a price of 157 pence per New Ordinary Share.

The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price and the expenses of procuring such subscribers including any applicable brokerage and other commissions and any amounts attributable to VAT), if any, will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company.

Following the allotment of the New Ordinary Shares to reflect the shares for which J.P. Morgan Securities plc and Liberum Capital Limited have procured subscribers and further to the announcement of the results of the Rights Issue made earlier today, the Company's issued share capital will consist of 243,617,563 ordinary shares of five pence each. The Company holds no ordinary shares in treasury. Therefore, as at 17 December 2014, the total number of voting rights in the Company is 243,617,563. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure and Transparency Rules of the Financial Conduct Authority.

Capitalised terms used in this announcement have the meanings given to them in the combined prospectus and circular dated 12 November 2014 (the "Prospectus").

For further details please contact:

Stuart Marriner
Company Secretary

Enquiries:

Connect Group PLC
Mark Cashmore, Group Chief Executive
Nick Gresham, Chief Financial Officer Tel: [phone]
www.connectgroupplc.com
Buchanan
Gabriella Clinkard Tel: [phone]
www.buchanan.uk.com
J.P. Morgan Cazenove
(Joint Financial Adviser, Joint Sponsor, Joint Corporate Broker and Joint Bookrunner) [phone] Richard Walsh Guy Bomford Laurene Danon
Liberum Capital Limited
(Joint Financial Adviser, Joint Sponsor, Joint Corporate Broker and Joint Bookrunner) [phone] Chris Bowman Richard Bootle Steven Tredget

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of the Company.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus is available from the registered office of the Company and on the Company's website at www.connectgroupplc.com provided that the Prospectus is not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the Excluded Territories. Neither the content of the Company's or Tuffnells' websites nor any website accessible by hyperlinks on the Company's or Tuffnells' websites is incorporated in, or forms part of, this announcement and no reliance should be placed on them. The Prospectus provides further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority or under the relevant laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, 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 in compliance with any applicable securities laws of any state or other  jurisdiction of the United States. The New Ordinary Shares are being offered and sold (i) outside the United States in reliance on Regulation S under the Securities Act; and (ii) in the United States to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("Rule 144A") in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. Prospective investors are hereby notified that the sellers of Ordinary Shares may be relying upon the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A.

Neither the US Securities and Exchange Commission ("SEC"), nor any securities regulatory authority of any State of the United States, has approved the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Ordinary Shares or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions and take legal advice, as necessary. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, the information contained herein is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, New Zealand, Japan, South Africa, the United States or any other Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. No public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares is being made in any such jurisdiction.

J.P. Morgan Securities plc, which is authorised in the United Kingdom by the Prudential Regulatory Authority ("PRA") and regulated by the PRA and the FCA in the United Kingdom, and J.P. Morgan Limited and Liberum, which are both authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no-one else in connection with the Acquisition, Rights Issue and Admission, will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition, the Rights Issue or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for providing advice, in relation to the Acquisition, the Rights Issue, Admission or any other transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Securities plc, J.P. Morgan Limited or Liberum by FSMA or the regulatory regime established thereunder, none of J.P. Morgan Securities plc, J.P. Morgan Limited or Liberum (and none of their respective Directors, officers, employees or advisors) accepts any responsibility whatsoever, or makes any representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Ordinary Shares, the Acquisition, the Rights Issue or Admission 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 J.P. Morgan Securities plc, J.P. Morgan Limited and Liberum (and each of their respective Directors, officers, employees or advisors) accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.

 

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