THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS RULES OF THE UNITED KINGDOM FINANCIAL SERVICES AUTHORITY. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 30 NOVEMBER 2010 (THE "PROSPECTUS"). THE PROSPECTUS IS AVAILABLE ON THE COMPANY'S WEBSITE WWW.ELECTRAEQUITY.COM/CONVERTIBLE.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR NEW ZEALAND.
Electra Private Equity PLC
22 December 2010
ELECTRA PRIVATE EQUITY PLC
5% SUBORDINATED CONVERTIBLE BONDS
RESULTS OF PLACING AND OPEN OFFER
The Board of Electra Private Equity PLC (the "Company") announced on 30 November 2010 details of proposals for the Placing and Open Offer of up to £100 million aggregate principal amount of 5 per cent. Subordinated Convertible Bonds due 2017 (the "Bonds").
The Placing closed on 30 November at which point J.P. Morgan Cazenove, acting as Sole Global Co-ordinator and Sole Bookrunner, had procured placees for £100 million aggregate principal amount of Bonds, subject to clawback under the Open Offer.
The Open Offer closed for applications at 11.00 am on 21 December 2010. The Company received valid applications under the Open Offer in respect of £33,676,000 principal amount of Bonds from Qualifying Shareholders. This represents approximately 33.68 per cent. of the aggregate principal amount of Bonds offered pursuant to the Placing and Open Offer.
Accordingly, the remaining £66,324,000 principal amount of Bonds to be issued in the Placing and Open Offer will be issued to investors with whom they had been conditionally placed.
The Placing and Open Offer are conditional upon the approval by Shareholders of the Resolution at the General Meeting (scheduled for 10.00 a.m. 23 December 2010), Admission and the Placing Agreement not having been terminated in accordance with its terms.
Application has been made to have the Bonds admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 29 December 2010.
Capitalised terms used in this announcement and not defined shall have the meaning given to them in the Prospectus.
For further information:
J.P. Morgan Cazenove
Michael Wentworth-Stanley
William Simmonds
Tel: 020 7588 2828
Neither this announcement nor any of the information contained in it forms or constitutes an offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor will it form the basis of any contract for the purchase of or subscription for such securities.
None of the Company, J.P. Morgan Cazenove or any of their respective directors, officers, employees, agents or advisers or any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the contents of this announcement. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any assumptions, targets, forecasts, projections, estimates or prospects with regard to the anticipated future performance of the Company. No responsibility or liability is accepted by any such person for any errors, misstatements or omissions in this announcement.
The information contained in this announcement is restricted and is not for release, publication, or distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or New Zealand. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan, Australia or New Zealand or any other jurisdiction where such distribution or offer is unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of the United States, Canada, Japan, Australia or New Zealand. No information contained in this announcement shall form the basis of, or be relied upon in connection with, any contract or commitment or investment decision whatsoever in any jurisdiction. The offer and distribution of this announcement and other information in connection with the placing and open offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Company has not registered and does not intend to register any securities in the United States or to conduct a public offer of any securities in the United States. The Bonds may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), absent registration under the Securities Act or an available exemption from such registration.