Result of Firm Placing, Placing & Open Offer

RNS Number : 3112H

Parity Group PLC

26 May 2011

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing, Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except SOLELY on the basis of information in the prospectus. Copies of WHICH ARE available from PINSENT MASONS LLP, 30 CROWN PLACE, LONDON EC2A 4ES

PARITY GROUP PLC

Results of Firm Placing, Placing and Open Offer

On 11 May 2011, the Board of Parity Group plc ("Parity" or the "Company") (LSE: PTY:L), announced details of a proposed share issue to raise approximately £6.4 million (net of expenses) by way of a Firm Placing of 20,873,087 New Ordinary Shares (the "Firm Placed Shares") and a Placing and Open Offer of 9,561,696 New Ordinary Shares at the Issue Price of 23 pence per New Ordinary Share.

Unless otherwise defined in this announcement, capitalised terms shall have the meaning attributed to them in the prospectus of the Company dated 11 May 2011 (the "Prospectus").

New Ordinary Shares to be issued pursuant to the Placing are subject to clawback in respect of valid applications for Open Offer Shares received from Qualifying Shareholders. The Firm Placed Shares are not subject to clawback and were not part of the Open Offer.

The Open Offer closed for acceptances at 11.00 a.m. on 25 May 2011. At that time, the Company had received valid acceptances and payment from Qualifying Shareholders in respect of 9,316,020 Open Offer Shares. This represents approximately 97.4 per cent. of the Open Offer Shares available under the Open Offer.  Accordingly, the remaining 245,676 Open Offer Shares (representing 2.6 per cent. of the Open Offer Shares) will be allocated to placees pursuant to the Placing.

The Firm Placing, Placing and Open Offer remains conditional, amongst other things, upon the passing of the Resolutions at the General Meeting, to be held at 11.00 a.m. on 27 May 2011 at Wimbledon Bridge House, 1 Hartfield Road, Wimbledon, London SW19 3RU and Admission of the 30,434,783 New Ordinary Shares occurring by no later than 8.00 a.m. on 31 May 2011 or such later time and date as the Company and Singer Capital Markets may agree.

Assuming that the Issue becomes unconditional, each Qualifying Shareholder who has submitted a valid application and the relevant payment will be allocated their full Open Offer Entitlement and will be allocated all of the Excess Shares which have been applied for under the Excess Application Facility.

Application has been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary will commence, at 8.00 a.m. on 31 May 2011.  

This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available at the UKLA's National Storage Mechanism (www.hemscott.com/nsm.do) and is also available to view on the Company's website (www.parity.net).

For further information, please contact:
Parity Group plc Philip Swinstead, Chairman Paul Davies, Chief Executive Officer	Tel: [phone]
Singer Capital Markets Limited Jeff Keating	Tel: [phone]
Media/Financial Enquiries: MHP Communications John Olsen Ian Payne	Tel: [phone]

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or the United States or any jurisdiction into which the publication or distribution would be unlawful.

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company.  The distribution of this announcement in certain jurisdictions 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 these restrictions may constitute a violation of the securities laws of such jurisdictions.  The New Ordinary Shares have not been and will not be registered under the applicable securities laws of any of the Prohibited Territories and, unless an exemption under such laws are available, may not be offered for sale or subscription or sold, or pledged, or subscribed directly or indirectly within the Prohibited Territories or for the account or benefit of any national, resident or citizen of the Prohibited Territories. The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to or for the account or benefit of any US person within the meaning of Regulation S of the Securities Act, except pursuant to an applicable exemption from registration requirements. In particular, the New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. 

 

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