Result of Open Offer
Trifast PLC
12 October 2005
NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE USA, CANADA, THE REPUBLIC OF
IRELAND, AUSTRALIA OR JAPAN
Trifast plc
Result of Placing and Open Offer
On 20 September 2005, Trifast plc announced a Placing and Open Offer of
11,940,298 new Ordinary Shares, each at an Issue Price of 67 pence, to raise
approximately £6.75 million (net of expenses). The Company also announced the
proposed acquisition of Serco Ryan Limited.
Qualifying Shareholders were invited to participate in the Open Offer and to
apply for up to 4,792,797 of these new Ordinary Shares on the basis of 1 Placing
and Open Offer Share for every 15 Existing Ordinary Shares held on the Record
Date and so in proportion to any larger number of Existing Ordinary Shares then
held.
Under the Open Offer which closed at 11.00 a.m. on 12 October 2005, valid
applications have been received from Qualifying Shareholders in respect of
1,925,915 Placing and Open Offer Shares, representing approximately 40.2 per
cent. of the Placing and Open Offer Shares available under the Open Offer. The
remaining 2,866,882 Placing and Open Offer Shares available under the Open
Offer will be subscribed for by institutional and other investors with whom they
were conditionally placed subject to a right of clawback to satisfy valid
applications from Qualifying Shareholders under the Open Offer. 7,147,501 new
Ordinary Shares were also placed firm with institutional and other investors and
will therefore be subscribed for by those investors.
The Placing and Open Offer remains conditional, inter alia, upon the passing
by the Company's Shareholders of certain resolutions which are to be considered
at the Company's Extraordinary General Meeting to be held on 13 October 2005 at
11.00 a.m. at Trifast House, Bellbrook Park, Uckfield, TN22 1QW, completion of
the Acquisition and Admission.
Application has been made for the Placing and Open Offer Shares to be admitted
to the Official List and to trading on the London Stock Exchange's main market
for listed securities. Subject to the passing of the requisite resolutions at
the Extraordinary General Meeting, it is expected that Admission will become
effective and dealings will commence at 8.00 a.m. on 17 October 2005.
Enquiries:
Trifast plc Citigate Dewe Rogerson
Jim Barker, Chief Executive Fiona Tooley
Stuart Lawson, Group Finance Director Tel: +44(0)121 455 8370
Tel: +44 (0)1825 747200 Mobile: +44 (0)7785 703523
Website: www.trifast.com
--------------------------
N M Rothschild & Sons Limited
Ravi Gupta
Tel: +44 (0)20 7280 5000
Arden Partners Limited
Richard Day
Tel: +44 (0)20 7398 1632
Terms defined in the announcement of the Company on 20 September 2005 bear the
same meaning when used in this announcement.
N M Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Trifast
plc in connection with the Acquisition and is neither advising nor treating as a
client any other person and will not be responsible to anyone other than Trifast
plc for providing the protections afforded to clients of N M Rothschild & Sons
Limited nor for providing advice in relation to the Acquisition.
Arden Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Trifast plc in
connection with the Placing and Open Offer. Arden Partners Limited will not be
responsible to anyone other than Trifast plc for providing the protections
offered to clients of Arden Partners Limited nor for providing advice in
relation to the Placing and Open Offer.
Neither the Placing nor the Open Offer is being made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, internet, email, telex or telephone)
of interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States, Canada, Australia, Japan or the Republic of
Ireland and neither can be accepted by any such use, means instrumentality or
facility or from within the United States, Canada, Australia, Japan or the
Republic of Ireland.
Neither the Placing nor the Open Offer constitutes an offer of securities for
sale, or the solicitation of an offer to buy securities in the United States and
the new Ordinary Shares to be issued pursuant to the Placing and the Open Offer
have not been and will not be registered under the United States Securities Act
of 1933, or under the laws of any state, district or other jurisdiction of the
United States or of Canada, Australia, Japan or the Republic of Ireland and no
regulatory clearances in respect of new Ordinary Shares have been or will be,
applied for in any jurisdiction. Accordingly, unless an exemption under the US
Securities Act of 1933 or other relevant securities laws is applicable, the new
Ordinary Shares are not being, and may not be offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States or Canada,
Australia, Japan or the Republic of Ireland or to, or for the account or benefit
of, any US person or person resident in Canada, Australia, Japan or the Republic
of Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange