NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF CHEMRING GROUP PLC AND ON ITS WEBSITE AT WWW.CHEMRING.CO.UK.
19 February 2016
For Immediate Release
Notification of transactions of persons discharging managerial responsibility in accordance with DTR 3.1.4R(1)(a)
Chemring Group PLC ("Chemring" or the "Company")
In accordance with DTR 3.1.4R, Chemring Group PLC (the "Company") announces that it was notified (in accordance with DTR 3.1.2R) that the following directors of the Company, PDMRs and/or their connected persons have sold and/or taken up nil paid rights in respect of the Company's ordinary shares of 1 pence each pursuant to transactions effected in London in accordance with the terms of the Company's 4 for 9 rights issue at 94 pence per new share announced on 21 January 2016 (the "Rights Issue").
The Company has been notified that the following directors of the Company and/or their connected persons have disposed of nil paid rights and used the net proceeds of the sale of those nil paid rights to take up the balance of their entitlements to ordinary shares to which they are entitled under the terms of the Rights Issue. The sale transactions occurred on 17 February 2016:
Director/PDMR/Connected Person |
Number of nil paid rights disposed of |
Price at which the nil paid rights were sold |
Sarah Ellard |
12,367 |
19.25 pence each |
Ian Much, including holdings of Perena Much, Suzie Much and Samantha Baillon, being connected persons |
9,810 |
19.25 pence each |
Andy Hamment |
18,456 |
19.25 pence each |
The Company has been notified that the following directors of the Company, PDMRs and/or their connected persons have taken up their nil paid rights in transactions which occurred between 9 February and 19 February 2016:
Director/PDMR/Connected Person |
Number of nil paid rights taken up |
Price at which the nil paid rights were taken up |
Peter Hickson, registered in the name of JM Finn & Co, including a holding of Rosemary Hickson, a connected person |
93,332 |
94 pence each |
Michael Flowers, registered in the name of HSDL Nominees Ltd on behalf of Linda Flowers, a connected person |
40,302 |
94 pence each |
Sarah Ellard |
2,521 |
94 pence each |
Ian Much, including holdings of Perena Much, Suzie Much and Samantha Baillon, being connected persons |
1,965 |
94 pence each |
Andy Hamment |
3,766 |
94 pence each |
Juan Navarro |
54,201 |
94 pence each |
As contemplated in the prospectus published by the Company on 21 January 2016 in connection with the Rights Issue, each director of the Company has taken up in full or in part his or her rights to subscribe for new shares under the Rights Issue, including in relation to any of their shares which are held in trust or with nominees.
A further announcement regarding the subscription for new ordinary shares representing nil paid rights validly taken up in accordance with the terms of the Rights Issue (by all Qualifying Shareholders, including the above mentioned PDMRs) will be made following the closing of the Rights Issue.
Enquiries:
Chemring Group PLC |
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Michael Flowers |
Group Chief Executive |
+44 (0)1794 833 901 |
Steve Bowers |
Group Finance Director |
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Rupert Pittman |
Group Director of Corporate Affairs |
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MHP Communications |
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Andrew Jaques |
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+44 (0)20 3128 8100 |
John Olsen |
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James White |
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IMPORTANT NOTICE:
This announcement has been issued by and is the sole responsibility of Chemring. This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New 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 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.
A copy of the Prospectus is available from the registered office of Chemring and on Chemring's website at www.chemring.co.uk. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or the Commonwealth of Australia, its territories and possessions, Canada, Japan and the Republic of South Africa (each an "Excluded Territory"). Neither the content of Chemring's website nor any website accessible by hyperlinks on Chemring's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.
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. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
Recipients of this announcement and/ or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.