Issue of Equity
Cranswick PLC
17 December 2004
17 December 2004
Cranswick plc ('Cranswick plc', the 'Company' or, together with its
subsidiaries, the 'Group')
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND
Placing of 2,050,000 new ordinary shares at 457 pence per share to raise
approximately £9.4 million
Summary
Further to the announcement today of Cranswick's acquisition of Perkins Chilled
Foods, Cranswick announces that it is today proposing to place 2,050,000 new
ordinary shares of 10 pence per share (the 'Placing Shares') at 457 pence per
share, which represents approximately 5 per cent of the current issued ordinary
share capital of the Company (the 'Placing'). Cranswick intends to utilise the
proceeds from the Placing to pay down debt following the acquisition of Perkins
Chilled Foods.
The Placing Shares are proposed to be placed by Investec and will be made
available to both new and existing eligible institutional shareholders. The
Placing will be conducted in accordance with the terms and conditions set out in
the Appendix to this announcement.
The Placing is conditional on, inter alia, the admission of the Placing Shares
to the Official List of the UK Listing Authority (the 'Official List') and to
trading on the London Stock Exchange's market for listed securities becoming
effective by 8.00 am on 22 December 2004 (or by such later time and date as
Investec and the Company may agree but not later than 8.00 am on 31 December
2004). It is also conditional on the Placing Agreement dated 17 December 2004
made between the Company and Investec not being terminated prior to such date.
The Placing is not, however, conditional on completion of the acquisition of
Perkins Chilled Foods. Application will be made to the UK Listing Authority for
the admission of the Placing Shares to the Official List and to the London Stock
Exchange for the admission of the Placing Shares to trading on the London Stock
Exchange's market for listed securities. It is expected that admission will
become effective and that dealings in the Placing Shares on the London Stock
Exchange will commence on 22 December 2004. The Placing has not been
underwritten.
The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with Cranswick's existing ordinary shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue, other than the interim dividend of the Company for the
six months ended 30 September 2004 which has been declared and is payable on 21
January 2005 to shareholders of the Company whose names were on the register of
members on 26 November 2004.
Enquiries
Cranswick plc
Martin Davey, Executive Chairman 01377 270 649
John Lindop, Finance Director
Investec Investment Banking
Erik Anderson 020 7597 5970
This press release is not an offer for sale of securities in or into the United
States, Canada, Japan, Australia or the Republic of Ireland or in any other
jurisdiction. Any securities issued may not be offered or sold in or into the
United States, absent registration or an exemption from registration under the
US Securities Act of 1933, as amended (the 'Securities Act').
Investec Bank (UK) Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Cranswick in connection
with the Placing and no one else and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Investec
nor for providing advice in relation to the Placing or any transaction or
arrangement referred to herein. Investec can be contacted at 2 Gresham Street,
London EC2V 7QP.
APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY
Eligible Participants in the Placing
Members of the public are not eligible to take part in the Placing. This
Appendix and the terms and conditions set out herein are directed only to
persons who (i) have professional experience in matters relating to investments
falling within Article 19(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (as amended) (the 'Order') or (ii) are persons
falling within Article 49(2)(a) to (d) ('high net worth companies,
unincorporated associations etc.') of the Order or to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
'Relevant Persons'). This Appendix and the terms and conditions set out herein
must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Appendix and the terms and
conditions set out herein relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. This Appendix does not in itself
constitute an offer for sale or subscription of any securities in the Company.
Persons who choose to participate in the Placing ('Placees' or 'Participants')
will be deemed to have read and understood this announcement in its entirety
(including this Appendix) and to be participating on the terms and conditions
contained herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as contained in this
Appendix.
In particular, Participants represent, warrant and acknowledge to Investec and
the Company that they:
1. are a person whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purpose of their business and undertake that they will acquire, hold,
manage or dispose of any Placing Shares that are allocated to them for the
purpose of their business; and
2. are outside the United States and are acquiring the Placing Shares in an
offshore transaction (within the meaning of Regulation S under the
Securities Act ('Regulation S')).
This announcement (including this Appendix) does not constitute an offer to sell
or issue or the solicitation of an offer to buy or subscribe for ordinary shares
in the capital of the Company in the United States, or in any jurisdiction in
which such offer or solicitation is unlawful and the information contained
herein is not for publication or distribution to persons in the United States or
any jurisdiction in which such publication or distribution is unlawful. Persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail or send it in, into or from the United
States, or use the United States mails, directly or indirectly, in connection
with the Placing, and so doing may invalidate any related purported application
for Placing Shares. The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state or other
jurisdiction of the United States, and, subject to certain exceptions from the
appropriate requirements of such jurisdiction, may not be offered or sold,
resold or delivered, directly or indirectly in or into the United States, or to,
or for the account or benefit of, US persons (as defined in Regulation S). No
public offering of the Placing Shares is being made in the United States. The
Placing Shares are being offered and sold outside the United States in reliance
on Regulation S. Until the expiration of 40 days after the closing of the
Placing, an offer or sale of the Placing Shares sold in reliance upon Regulation
S within the United States or to, or for the account or benefit of, US persons
may violate the registration requirements of the Securities Act.
The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of the Company in certain other jurisdictions may be
restricted by law. No action has been taken by the Company or Investec that
would permit an offer of such ordinary shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Company and Investec to inform themselves about and to observe any such
restrictions.
Details of the Placing Agreement and the Placing Shares
Investec has today entered into a placing agreement (the 'Placing Agreement')
with the Company whereby Investec has, subject to the conditions set out
therein, agreed to use its reasonable endeavours as agent of the Company to
procure placees for the Placing Shares.
The Placing Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 10 pence each
in the capital of the Company, including the right to receive all dividends and
other distributions declared, made or paid in respect of such ordinary shares
after the date of issue of the Placing Shares, other than for the avoidance of
doubt, the interim dividend of the Company for the six months ended 30 September
2004 which has been declared and is payable on 21 January 2005. The record date
for the payment of this dividend was 26 November 2004.
No commissions will be paid to Placees in respect of their agreement to
subscribe for any Placing Shares.
Application for listing and admission to trading
Application will be made to the UK Listing Authority (the 'UKLA') for admission
of the Placing Shares to the official list of the UKLA (the 'Official List') and
to the London Stock Exchange (the 'London Stock Exchange') for admission to
trading of the Placing Shares on the London Stock Exchange's market for listed
securities (together 'Admission'). It is expected that Admission will take place
and that dealings in the Placing Shares will commence on 22 December 2004.
Principal terms of the Placing
1. Investec is arranging the Placing as agent for the Company.
2. Participation will only be available to Relevant Persons invited to
participate and who are able to participate in accordance with the terms
and conditions set out herein.
Conditions of the Placing
The Placing is conditional on the Placing Agreement becoming unconditional in
all respects and not being terminated in accordance with its terms. The Placing
Agreement is conditional, inter alia, upon:
1. none of the warranties given by the Company in the Placing Agreement being
untrue or inaccurate or misleading in each case in any material respect as
at the date of the Placing Agreement or becoming untrue or inaccurate or
misleading in each case in any material respect at any time between the
date of the Placing Agreement and Admission by reference to the facts and
circumstances from time to time subsisting; and
2. Admission taking place by not later than 8.00 am on 22 December 2004 or
such later time and/or date, not being later than 8:00 a.m. on 31 December
2004, as the Company and Investec may agree.
Investec reserves the right to waive or to extend the time and/or date for
fulfilment of the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments. Neither Investec nor the Company
shall have any liability to any Placee (or to any other person whether acting
for or on behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement.
If any condition in the Placing Agreement is not satisfied in all respects or
(where applicable) waived, in whole or in part, by Investec or becomes incapable
of being satisfied (and is not so waived) by the required time, the Company
shall promptly make a public announcement through a Regulatory Information
Service to that effect.
If (a) any of the conditions above are not satisfied (or, where relevant,
waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreement
does not otherwise become unconditional in all respects, the Placing will lapse
and Placees' rights and obligations hereunder shall cease and determine at such
time and no claim shall be made by Placees in respect thereof.
Each Participant in the Placing agrees that its rights and obligations hereunder
terminate only in the circumstances described above and will not be capable of
rescission or termination by it.
Right to terminate under the Placing Agreement
Investec is entitled in its absolute discretion by notice in writing to the
Company to terminate its obligations under the Placing Agreement if at any time
prior to Admission:
1. Investec becomes aware that any of the warranties given by the Company in
the Placing Agreement was untrue or inaccurate in any material respect when
made and/or has ceased to be true or accurate or has become misleading in
any material respect by reference to the facts and circumstances from time
to time subsisting; or
2. there shall develop, occur or come into effect any fundamental change in
national or international financial, economic, political, military or
market conditions which in the opinion of Investec arrived at in good faith
is likely materially and adversely to affect the financial position or the
business or the prospects of the Group taken as a whole or render the
Placing or the creation of a market in the Placing Shares temporarily or
permanently impracticable or inadvisable or as a result of which in the
opinion of Investec arrived at in good faith, Placees ought not to be
required to subscribe, or Investec ought not to be required to procure
subscribers for, the Placing Shares.
Each Participant in the Placing agrees with Investec that the exercise by
Investec of any right of termination or other right or discretion under the
Placing Agreement shall be at the absolute discretion of Investec and that
Investec need make no reference to Participants and shall have no liability to
Participants whatsoever in connection therewith.
No prospectus
No prospectus or listing particulars has been or will be submitted to be
approved by the UKLA or filed with the Registrar of Companies in England and
Wales in relation to the Placing Shares and the Placees' commitments will be
made solely on the basis of the information contained in this announcement and
the announcement made this morning concerning the acquisition of Perkins Chilled
Foods and any information publicly announced to a Regulatory Information Service
by or on behalf of the Company prior to the date of this announcement. Each
Placee agrees and confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of
Investec or the Company and neither the Company nor Investec will be liable for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
and trading position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0002318888) following
Admission will take place in uncertificated form against payment within the
CREST system (subject to certain exceptions) and by participating, Placees agree
to match their CREST instructions to Investec's CREST participant ID, 331.
Investec reserves the right to require settlement for and delivery of the
Placing Shares to Placees by such other means as it deems appropriate if
delivery or settlement is not possible within the CREST system within the
timetable set out in this announcement or if it would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Placees will be sent a conditional contract note which shall state the number of
Placing Shares acquired by such Placee at the Placing Price on the terms and
subject to the conditions of this announcement.
We will use a trade date of 17 December 2004. Settlement is expected to be on 22
December 2004.
Interest will be charged to Placees and will accrue daily on all amounts due
from the Placees to the extent that value is received after the due date at the
rate of two per cent. per annum above prevailing LIBOR as determined by
Investec.
In the event that a Participant does not comply with its settlement obligations,
Investec may sell the Placing Shares allocated to such Participant and retain
the sale proceeds (net of any expenses of sale in relation to such Placing
Shares). Such Participant will, however, remain liable for any shortfall between
the net proceeds of such sale and the Placing Price in respect of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this announcement) which may arise upon the sale of such
Participant's Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, each
Participant opting to have its Placing Shares so delivered should ensure that
the conditional contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in the Participant's name or that of
such Participant's nominee or in the name of any person for whom such
Participant is contracting as agent or that of a nominee for such person, such
Placing Shares will, subject as provided below, be so registered free from any
liability to UK stamp duty or stamp duty reserve tax. No Participant will be
entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee represents, warrants and
acknowledges that:
1. it has read this announcement;
2. the only information upon which it has relied in committing to acquire the
Placing Shares is that contained in this announcement and the announcement
made this morning concerning the acquisition of Perkins Chilled Foods and
any information publicly announced to a Regulatory Information Service by
or on behalf of the Company on or prior to the date of this announcement
and confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of
the Company or Investec;
3. the issue to it of Placing Shares will not give rise to a liability under
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services);
4. it is entitled to acquire Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws
and obtained all governmental and other consents which may be required in
connection with a participation in the Placing and complied with all
necessary formalities;
5. it is not a resident of Canada, Japan, Australia or the Republic of Ireland
and it is located outside the United States (within the meaning of
Regulation S), is not a 'US person' (as defined in Regulation S) and is not
purchasing any Placing Shares for the account or benefit of such a US
person;
6. the Placing Shares have not been and will not be registered under the
Securities Act, or under the securities laws of any state of the United
States, and are being offered and sold on behalf of the Company only
outside the United States in accordance with Rule 903 of Regulation S;
7. the Placing Shares have not been and will not be registered under the
securities legislation of Canada, Japan, Australia or the Republic of
Ireland and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly, within
Canada, Japan, Australia or the Republic of Ireland;
8. it has complied with its obligations in connection with money laundering
under the Criminal Justice Act 1993, the Money Laundering Regulations 2003
(the 'Regulations') and, if it is making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Regulations;
9. it falls within paragraph 3(a) of Schedule 11 to the Financial Services and
Markets Act 2000 ('FSMA'), being a person whose ordinary activities involve
it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business, and is otherwise a
Relevant Person (as defined in this Appendix);
10. it has complied and undertakes that it will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
11. it has all necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to this participation and to perform its
obligations in relation thereto (including, without limitation, in the case
of any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement);
12. it will subscribe and pay for the Placing Shares acquired by it in
accordance with this announcement on the due time and date set out herein,
and acknowledges that should it fail to do so, the relevant Placing Shares
may be sold at such price as Investec determines, and that it will remain
liable for any shortfall between the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear stamp
duty reserve tax (together with any interest or penalties due pursuant to
the terms set out or referred to in this announcement) which may arise upon
the sale of such Participant's Placing Shares on its behalf;
13. participation in the Placing is on the basis that it is not and will not be
a client of Investec and that Investec does not have duties or
responsibilities to it for providing the protections afforded to their
clients or for providing advice in relation to the Placing;
14. it undertakes that the person who it specifies for registration as holder
of the Placing Shares will be (i) the Placee or (ii) a nominee of the
Placee, as the case may be. Neither Investec nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of the Placee agrees to subscribe on the basis that
the Placing Shares will be allocated to the CREST stock account of Investec
who will hold the Placing Shares as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions; and
15. it acknowledges that any agreements entered into by the Placee pursuant to
this announcement shall be governed by and construed in accordance with the
laws of England and it hereby irrevocably submits (on behalf of itself and
on behalf of any Placee on whose behalf it is acting) to the jurisdiction
of the English courts as regards any claim, dispute or matter arising out
of any such agreement or the formation of such agreement.
The Company and Investec will rely upon the truth and accuracy of the foregoing
representations, warranties and acknowledgements. The Company and Investec
reserve the right to waive any of the foregoing representations, warranties and
acknowledgements in individual circumstances as they deem appropriate and in
accordance with applicable law.
The agreement to settle any Participant's subscription (and/or the subscription
of a person for whom such Participant is contracting as agent) free of stamp
duty and stamp duty reserve tax depends on the settlement relating only to an
acquisition by such Participant and/or such person for whom such Participant is
contracting direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed in connection
with arrangements to issue depositary receipts or to transfer the Placing Shares
into a clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable, for which neither the Company nor Investec will be
responsible. If this is the case, such Participant should take its own advice
and notify Investec accordingly.
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