Results of Open Offer
Lupus Capital PLC
18 April 2007
Not for release, publication or distribution into the United States, Canada,
Japan or Australia
Lupus Capital plc ('Lupus Capital' or 'the Company')
Results of Open Offer
On 19 March 2007 Lupus Capital announced the proposed acquisition of the
Security Systems Division of The Laird Group PLC ('Laird Security Systems')
('the Acquisition').
Subsequently, on 26 March 2007 the Company announced the terms of the Placing
and Open Offer of 755,555,556 New Ordinary Shares at an issue price of 18 pence
per share to finance part of the Acquisition. Of these New Ordinary Shares,
221,269,641 were subject to clawback by way of the Open Offer to existing Lupus
Capital shareholders on the basis of a basic entitlement of four New Ordinary
Shares for every ten Existing Ordinary Shares, together with an Excess
Application Facility.
In total, valid applications had been received by the close of the Open Offer at
11.00a.m. on 18 April 2007 for 208,585,598 New Ordinary Shares. Of these total
applications, 191,417,946 New Ordinary Shares were applied for pursuant to
shareholders' Basic Entitlements and 17,167,652 New Ordinary Shares under the
Excess Application Facility. The total valid applications received represent
94.3 per cent. of the New Ordinary Shares offered under the Open Offer.
All valid Excess Applications received will therefore be satisfied in full and
the remaining 12,684,043 Conditional Placing Shares not applied for under the
Open Offer as well as the 534,285,915 Firm Placing Shares will be taken up by
the institutional investors who undertook to acquire those shares.
The New Ordinary Shares will, on admission to AIM, rank pari passu in all
respects with the ordinary shares of Lupus Capital currently in issue. However,
the New Ordinary Shares will not be entitled to receive the final dividend for
the year ended 31 December 2006 announced on 2 March 2007, nor the Special
Interim Dividend payable on 23 April 2007.
The Placing and Open Offer is conditional on approval by Shareholders at an
Extraordinary General Meeting of the Company, to be held at 10.30 a.m. on 19
April 2007. Application has been made for the New Ordinary Shares to be admitted
to trading on AIM and, accordingly, it is anticipated that the New Ordinary
Shares will be admitted to trading on AIM on 20 April 2007.
Following Admission, the Company's share capital will consist of 1,372,115,334
ordinary shares with voting rights. The Company holds no shares in Treasury.
Terms used in this announcement shall have the same meanings as set out in the
Prospectus dated 26 March 2007.
Enquiries:
Equity Development 020 7405 7777
Alan Frame
HSBC Bank plc:
Investment Banking
Rupert Faure Walker 020 7992 2101
James Pincus 020 7992 2121
Equity Capital Markets
Nick Donald 020 7991 1504
James Taylor 020 7992 2179
Further information on Lupus Capital is available on the company's website
(www.lupuscapital.co.uk)
Not for release, publication or distribution into the United States, Canada,
Japan or Australia
HSBC is acting exclusively for Lupus Capital and no one else in relation to the
Acquisition and Placing and Open Offer referred to in this announcement and will
not be responsible to anyone other than Lupus Capital for providing the
protections afforded to their clients or for providing advice in relation to the
Acquisition and Placing and Open Offer or any other matter referred to in this
announcement.
This announcement and the information contained herein are not an offer for sale
of securities in or into the United States, Australia, Canada or Japan or in any
other jurisdiction. The Ordinary Shares, nor any rights to subscribe for such
Ordinary Shares, have not been and are not being registered under the United
State Securities Act of 1933, as amended (the Securities Act) and may not be
offered or sold in the United States or to or for the account or benefit of US
persons (as such terms are defined in Regulation S under such Act) absent
registration under, or an exemption from registration under, or in a transaction
not subject to the requirements of, the Securities Act. There will be no public
offer of securities in the United States.
This announcement and the information contained herein does not constitute an
offer to sell, exchange or transfer any securities of Lupus Capital and is not
soliciting an offer to purchase, exchange or transfer such securities in any
jurisdiction where the offer, sale, exchange or transfer is not permitted or to
any person or entity to whom it is unlawful to make that offer, sale, exchange
or transfer.
This information is provided by RNS
The company news service from the London Stock Exchange