Result of Rights Issue

RNS Number : 4913M

Pendragon PLC

17 August 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

17 August 2011

Pendragon PLC

Result of rights issue

Pendragon PLC ("Pendragon" or the "Company") announces that it has received valid acceptances in respect of 508,847,456 New Ordinary Shares representing approximately 67.70 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the 9 for 8 Rights Issue announced by Pendragon on 14 July 2011 and which closed at 11.00 a.m. on 16 August 2011.

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, 17 August 2011, and definitive share certificates in respect of the New Ordinary Shares in certificated form will be dispatched to Shareholders by 26 August 2011. It is expected that the New Ordinary Shares taken up will commence trading fully paid on the London Stock Exchange today, 17 August 2011.

In accordance with the Underwriting Agreement, RBS Hoare Govett Limited, Barclays Bank PLC (acting through its investment banking division Barclays Capital) (acting as Joint Bookrunners) and Arden Partners PLC (acting as Co-Bookrunner) will be seeking to procure subscribers for the remaining New Ordinary Shares, net of fractional entitlements, for which valid acceptances were not received. This amounts to 242,730,167 New Ordinary Shares.

The net proceeds from a placing of these New Ordinary Shares, after the deduction of the Issue Price of 10 pence per New Ordinary Share and the expenses of procuring subscribers (including any related commissions and amounts in respect of irrecoverable VAT) will be paid to those Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be retained for the benefit of Pendragon.

Terms used in this announcement shall have the same meanings as set out in the Rights Issue prospectus dated 14 July 2011.

For further information, please contact:

Pendragon PLC                                                                                 Tel: [phone]

Trevor Finn, Chief Executive

Tim Holden, Finance Director

Rothschild                                                                                         Tel: [phone]

John Deans

Francis Burkitt

RBS Hoare Govett                                                                            Tel: [phone]

Simon Hardy

Lee Morton

Luke Simpson

Barclays Capital                                                                                Tel: [phone]

Adam Welham

David Seal

Arden Partners                                                                                  Tel: [phone]

Steve Douglas

Finsbury                                                                                            Tel: [phone]

Philip Walters

Gordon Simpson

Important notice:

THE NEW ORDINARY SHARES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER APPLICABLE LAW OR EXEMPT FROM REGISTRATION. THE COMPANY DOES NOT INTEND TO REGISTER ANY PORTION OF THE RIGHTS OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF THE NEW ORDINARY SHARES IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED HEREIN, WILL NOT BE ACCEPTED. THE COMPANY WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE ACT.

This announcement has been issued by and is the sole responsibility of Pendragon.

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser and joint sponsor to the Company in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein.

RBS Hoare Govett Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser, joint sponsor, joint broker, joint bookrunner and joint underwriter in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein.

Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner and joint underwriter in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protection afforded to its customers, or for advising any such person or the contents of this announcement or any other transaction, arrangement or matter referred to herein.

Arden Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint underwriter, joint broker and co-bookrunner in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protection afforded to its customers, or for advising any such person or the contents of this announcement or any other transaction, arrangement or matter referred to herein.

This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of 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 relevance may or should be placed by any person whatsoever on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any New Ordinary Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. The Prospectus is available to view on Pendragon's website and is also available for inspection at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire or dispose of any securities in any jurisdiction.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the Excluded Territories.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this restriction may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

Neither the content of the Company's website nor any website accessible by hyperlink on the Company's website is incorporated in, or forms part of, this announcement.

 

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