Placing

RNS Number : 3339F

Guinness Peat Group PLC

14 June 2012

 



GUINNESS PEAT GROUP PLC

Announcement

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

PROPOSED SECONDARY PLACING OF UP TO 4,472,924 A ORDINARY SHARES AND UP TO 6,544,216 NON-VOTING ORDINARY SHARES IN YOUNG & CO.'S BREWERY, P.L.C. (THE "COMPANY") BY GUINNESS PEAT GROUP PLC

14 June 2012

Further to the strategy announcement released on 11 February 2011 in relation to undertaking an orderly realisation of its investment portfolio over time and regular updates to the market as to the implementation of this strategy, Guinness Peat Group plc ("GPG" or "Selling Shareholder") announces its intention, through its wholly owned subsidiary, GPG (UK) Holdings plc, to sell up to 4,472,924 A ordinary shares at a price of £5.50 per share and up to 6,544,216 non-voting ordinary shares at a price of £4.50 per share (the "Placing Shares") in the Company. The Placing Shares represent approximately 15.4% and 34.2% of the Company's A ordinary shares and non-voting ordinary shares, respectively, and constitute GPG's entire holding in the Company.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement.  Barclays Bank PLC, acting through its investment bank ("Barclays") and J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities under the name J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") are acting as Joint Bookrunners in connection with the Placing. In this announcement, references to the "Managers" shall denote Barclays and J.P. Morgan Cazenove.

The number of Placing Shares to be placed will be agreed by the Managers and the Selling Shareholder at the close of the bookbuild process and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process, pricing and allocations is at the absolute discretion of the Managers.

Enquiry details are:

Guinness Peat Group plc                                                       [phone]

Anthony Eisen

Barclays                                                                            [phone]

Adam Welham

J.P. Morgan Cazenove                                                          [phone]

James Mitford

Barry Meyers

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Selling Shareholder, Barclays or J.P. Morgan Cazenove or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholder Barclays or J.P. Morgan Cazenove or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Selling Shareholder, Barclays and J.P. Morgan Cazenove to inform themselves about and to observe any applicable restrictions.

Barclays and J.P. Morgan Cazenove are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for the Selling Shareholder only in connection with the Placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to the respective clients of Barclays or J.P. Morgan Cazenove, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Chris Healy

Company Secretary

Guinness Peat Group plc

Tel: [phone]

14 June 2012

 

END

 

 

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