Publication of Prospectus

RNS Number : 8052D

Tyman PLC

01 May 2013

 



1 May 2013

For immediate release

Tyman plc

Publication of Prospectus

Earlier today Tyman plc ("Tyman" or the "Company") announced that it has agreed to acquire Truth Hardware from Melrose Industries PLC ("the Acquisition"). The Acquisition will be funded, in part, from a Firm Placing and a Placing and Open Offer (the "Issue"), both fully underwritten. The Board of Tyman also announced that it intends to seek admission of the Enlarged Share Capital to the premium segment of the Official List shortly following completion of the Acquisition (the "Admission to the Official List").

The prospectus relating to the Acquisition, the Issue and the Admission to the Official List (the "Prospectus") will be published today and is expected to be posted to Shareholders on 2 May 2013. The Prospectus, when published, will be made available on Tyman's website, www.tymanplc.com, and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/nsm.do. Copies of the Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at 65 Buckingham Gate, London SW1E 6AS and at the offices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES, from the date of the Prospectus up to and including the date of the Admission to the Official List.

Terms used in this announcement shall have the same meanings as set out in the Prospectus.

Enquiries:

Tyman plc	020 7976 8000
Louis Eperjesi - Chief Executive Officer
James Brotherton - Chief Financial Officer
Rothschild - Financial Adviser and Sponsor
Ravi Gupta	020 7280 5000
Stephen Griffiths	0113 200 1900
Yuri Shakhmin	020 7280 5000
Canaccord Genuity - NOMAD and Sole Broker and Lead Bookrunner	020 7523 8350
Bruce Garrow
Adam Miller
HSBC - Joint Bookrunner	020 7991 8888
Mark Dickenson
Richard Fagan
MHP Communications	020 3128 8100
Reg Hoare
Ian Payne
Nick Hayns

This announcement is for information purposes only and does not contain or constitute or form part of an offer of, or the solicitation of an offer to buy or subscribe for, securities in any Excluded Territory. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in the Excluded Territory or to, or for the account or benefit of, any national, resident or citizen of any Excluded Territory. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable securities laws of any Excluded Territory. There will be no public offer, nor an offering of securities for sale, in any of the Excluded Territories.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the US Securities Act, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

The distribution of this announcement and/or the Prospectus and/or the Application Form and/or the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. Such persons should inform themselves about and observe any application requirements. No action has been taken by the Company or any of Rothschild, Canaccord Genuity or HSBC that would permit an offering of such rights or shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.

Persons into whose possession this announcement comes are required by the Company and each of Rothschild, Canaccord Genuity or HSBC 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 any such jurisdiction. This announcement is for information and background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

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.

This announcement is an advertisement and is not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information to be contained in the Prospectus expected to be published on or around 1 May 2013 by the Company in connection with the Proposals. Copies of the Prospectus will be available from the Company's registered office at 65 Buckingham Gate, London SW1E 6AS.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for the Company and no one else in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Proposals.

Canaccord Genuity, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Firm Placing and the Placing and Open Offer and will not regard any other person as a client in relation to the Firm Placing and the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the matters described in this announcement.

HSBC, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for the Company and no one else in connection with the Firm Placing and the Placing and Open Offer and will not regard any other person as a client in relation to the Firm Placing and the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of HSBC or for providing advice in connection with the matters referred to in this announcement.

This announcement contains certain forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Company's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Forward-looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue", or other similar expressions that are predictive or indicative of future events.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. Any forward looking statements in this announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity.

These forward-looking statements speak only as of the date of this announcement. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, the Company does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or individuals acting for and on behalf of the Company are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in the Prospectus which could cause actual results to differ before making an investment decision.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Any indication in this announcement of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast.

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