Result of Placing

RNS Number : 5120L

Weir Group PLC

19 April 2018

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" BELOW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

Result of Placing

The Weir Group PLC ("Weir" or the "Company") is pleased to announce the completion of the placing of ordinary shares announced earlier today (the "Placing").

A total of 16,699,763 new ordinary shares in Weir (the "Placing Shares") have been placed by Goldman Sachs International and UBS Limited (the "Joint Bookrunners"), at a price of 2,175 pence per share, raising gross proceeds of approximately £363 million. The Placing Shares being issued represent, in aggregate, approximately 7.4 per cent of Weir's issued ordinary share capital prior to the Placing. The issue price of the Placing represents a discount of 2.8% to the middle market price at the time that the Company and the Joint Bookrunners agreed the Placing Price. The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing shares.

Application has been made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "LSE") (together "Admission"). It is expected that the settlement for the Placing Shares and Admission will take place at 8.00am on 23 April 2018 (the "Closing Date"). The Placing is conditional, among other things, upon Admission becoming effective not later than 8:00 a.m. on 23 April 2018 (or such later date as the Company, Goldman Sachs and UBS may otherwise agree) and upon the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

BlackRock Investment Management currently holds more than 10% of the ordinary share capital of the Company. For the purposes of UK Listing Rule 11 it is therefore classified as a related party. Pursuant to the placing, BlackRock Investment Management has agreed to subscribe for 2.1 million shares raising gross proceeds of £47 million. This is classified as a smaller related party transaction under LR 11.1.10.R.

Following Admission, the total number of shares of the Company in issue will be 241,390,791. Weir currently holds 211,322 shares as treasury shares and therefore, following Admission, the total number of voting shares in the Company will be 241,179,469.

This above figure 241,179,469 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the placing announcement of the Company released at 7.00 a.m. (BST) on the date hereof.

In connection with the Placing, Goldman Sachs International and UBS Limited are acting as Joint Bookrunners, Joint Sponsors and Joint Corporate Brokers.

The person making this notification on behalf of The Weir Group PLC is Christopher Morgan, Company Secretary.

About The Weir Group PLC

Founded in 1871, Weir is one of the world's leading engineering businesses providing mission-critical equipment and aftermarket solutions to energy and natural resources customers in more than 70 countries. The group, which employs around 15,000 people, comprises three divisions: Minerals; Oil & Gas; and Flow Control, and is headquartered in Glasgow, Scotland, UK. Weir's ordinary shares trade on the London Stock Exchange (ticker: WEIR.LN) and its American Depositary Receipts trade over-the-counter in the USA (ticker: WEGRY).

Enquiries

Investors: Stephen Christie [phone]     

Media: Raymond Buchanan [phone]    

Brunswick: Patrick Handley / Nick Cosgrove [phone]

Goldman Sachs International

[phone]

Phil Raper / Bertie Whitehead

UBS Limited

[phone]

Christopher Smith / Alex Bloch / Tom Snowball

IMPORTANT INFORMATION

Information to Distributors:  Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners only procured investors who met the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

This Announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Each of the Joint Bookrunners is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction or any other matters referred to herein. In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise.

The distribution of any information in this Announcement and the offer, sale and delivery of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This Announcement may contain statements that are, or are deemed to be, forward-looking statements. In some instances, forward-looking statements can be identified by the use of terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties that may cause actual results and events to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Any statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, 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 has been and will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There has been and will be no public offering of the Placing Shares in Australia, Canada, Japan, South Africa or elsewhere.

 

END

 

 

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