Sale of Rights Issue Rump

RNS Number : 2217E

Grainger PLC

16 December 2009

 



THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

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 any such jurisdiction. The availability of the New Shares 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. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any New Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. 

16 December 2009

For Immediate Release

Grainger plc ("Grainger")

Sale of Rights Issue Rump

Earlier today, Grainger announced that it had received valid acceptances in respect of 277,553,406 New Shares, representing approximately 92.69 per cent. of the total number of New Shares offered to Shareholders pursuant to the 2 for 1 Rights Issue announced by Grainger on 5 November 2009.

Grainger confirms that, in accordance with the arrangements set out in Part 3 of the Prospectus dated 6 November 2009, J.P. Morgan Cazenove Limited, acting as Global Co-ordinator, has today procured acquirers for the remaining 20,297,204 New Shares, for which valid acceptances were not received, at a price of £1.25 per New Share.

The net proceeds from the acquisition of these New Shares, after deduction of the Rights Issue price of £0.90 per New Share and the expenses of procuring acquirers (including any applicable brokerage fees and commissions and amounts in respect of value added tax), will, save for amounts of £5.00 and less which will be aggregated and donated to charity, be paid without interest to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata, to their lapsed provisional allotments.

The Rights Issue was underwritten by J.P. Morgan Securities Ltd., Barclays Bank PLC, RBS Hoare Govett Limited and Lloyds TSB Bank plc. Rothschild is acting as Financial Adviser to Grainger and Brewin Dolphin Investment Banking acts as joint broker to Grainger.

Defined terms used in this announcement shall have the same meanings as in the Prospectus relating to the Rights Issue dated 6 November 2009, unless the context requires otherwise.

-  ENDS -

Enquiries:
Grainger plc
Andrew Cunningham, Chief Executive	[phone]
Dave Butler, Director of Corporate Affairs	[phone]
Rothschild (Financial Adviser & Joint Sponsor)	[phone]
Alex Midgen
Nigel Himsworth Paul Mitchell
J.P. Morgan Cazenove (Global Co-ordinator, Joint Bookrunner & Joint Sponsor) Robert Fowlds	[phone]
Jonathan Wilcox
Bronson Albery
Financial Dynamics	[phone]
Stephanie Highett Dido Laurimore

Distribution of this announcement and the transfer of New Shares into jurisdictions other than the United Kingdom may be restricted by law. These materials are not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and dependencies, any state or the United States and the District of Columbia) or any of the other Excluded Territories. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer, solicitation or invitation to purchase, otherwise acquire, subscribe for, sell, resell or otherwise dispose of any securities in the United States. The New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States unless registered under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Shares in the United States. 

J.P. Morgan Cazenove Limited, Rothschild, J.P. Morgan Securities Ltd., Barclays Bank PLC, RBS Hoare Govett Limited, Lloyds TSB Bank plc and Brewin Dolphin Investment Banking, each of whom are authorised and regulated in the United Kingdom by the FSA, are acting for Grainger and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than Grainger for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on each of J.P. Morgan Cazenove Limited, Rothschild, J.P. Morgan Securities Ltd., Barclays Bank PLC, RBS Hoare Govett Limited, Lloyds TSB Bank plc and Brewin Dolphin Investment Banking by the Financial Services and Markets Act 2000, each of J.P. Morgan Cazenove Limited, Rothschild, J.P. Morgan Securities Ltd., Barclays Bank PLC, RBS Hoare Govett Limited, Lloyds TSB Bank plc and Brewin Dolphin Investment Banking accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on behalf of them, in connection with Grainger, the New Shares or the Rights Issue. J.P. Morgan Cazenove Limited, Rothschild, J.P. Morgan Securities Ltd., Barclays Bank PLC, RBS Hoare Govett Limited, Lloyds TSB Bank plc and Brewin Dolphin Investment Banking accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.

 

END

 

 

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