Publication of Prospectus

RNS Number : 5253V

Northgate PLC

10 July 2009

 



RNS Number: 

Northgate PLC

10 July 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The availability of the Placing and Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Placing Shares, Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares must be made only on the basis of the information contained in or incorporated by reference into the Prospectus.

NORTHGATE PLC - PUBLICATION OF PROSPECTUS 

Further to the announcement on 10 July 2009 regarding a placing and rights issue to raise gross proceeds  of  approximately £114.4 million (the 'Placing and Rights Issue'), Northgate PLC ('Northgate') announces that a prospectus relating to the Placing and Rights Issue (the 'Prospectus') was approved by the UK Listing Authority on 10 July 2009. The Prospectus includes a Notice convening an EGM to be held at Norflex House, Allington Way, Darlington, Durham, DL1 4DY on Monday 27 July 2009 at 11.00 a.m.

Copies of the Prospectus will be available at the registered office of Northgate PLC at Norflex House Norflex House, Allington Way, Darlington, Durham, DL1 4DY and on Northgate's website at www.northgateplc.com.

The Prospectus will shortly be available for inspection at the Document Viewing Facility at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. 

For more information contact: 

Northgate plc:     Steve Smith, Chief Executive  Paul Tallentire, Deputy Chief Executive Bob Contreras, Finance Director		[phone]
Rothschild (Sole Sponsor, Sole Financial Adviser and Joint Underwriter): David Forbes Stephen Griffiths		[phone]
RBS Hoare Govett Limited (Joint Bookrunner and Joint Underwriter): Andrew Foster  John MacGowan Stephen Bowler		[phone]
Oriel Securities Limited (Joint Bookrunner and Joint Underwriter): Emma Ormond  David Arch		[phone]
Hogarth Partnership Andrew Jaques Anthony Arthur Simon Hockridge		[phone]

This Announcement is not a prospectus but an advertisement and investors should not subscribe for any Placing Shares, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares (together the 'Securities') except on the basis of the information contained in the Prospectus. This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any Securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Securities. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any Securities in the United States, Australia, South Africa, Canada or Japan.

The distribution of this announcement, the Prospectus, and any other documentation associated with the Placing and Rights Issue and/or the transfer of the Securities into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into Australia, Canada, Japan, South Africa or the United States. No action has been taken by Northgate that would permit an offer of Securities or possession or distribution of this announcement, the Prospectus or any other offering or publicity material or any other documentation associated with the Placing and Rights Issue in any jurisdiction where action for that purpose is required, other than in the United Kingdom. 

The Securities have not been, and will not be, registered under the United States Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in 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 the securities laws of any state or other jurisdiction of the United States. No offering of any of the Securities will be made in the United States. The Securities are being offered and sold only outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended. The Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing and Rights Issue or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence.

The Securities will not be registered under the securities laws of Australia, Canada, Japan or South Africa and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of Australia, Canada, Japan or South Africa. 

Rothschild, RBS Hoare Govett and Oriel Securities, each of which is authorised and regulated in the United Kingdom by the FSA, are acting exclusively for the Company and no one else in connection with the Placing and Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and Rights Issue 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 Placing and Rights Issue or any matters referred to in this announcement.

Neither the content of Northgate's website nor any website accessible by hyperlinks to Northgate's website is incorporated in, or forms part of, this announcement.

This Announcement may not be released, published or distributed, directly or indirectly, in whole or in part, in or into the United States. The New Ordinary Shares also have not been and will not be registered under the securities laws of any Excluded Territory or any state, province or territory thereof and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of the Excluded Territories (as defined in the Prospectus). This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, South Africa, Canada or Japan.

 

END

 

 

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