TIDMCCR
RNS Number : 9366Z
C&C Group Plc
26 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SWITZERLAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE RIGHTS
ISSUE (AND ANY OTHER TRANSACTION CONTEMPLATED IN RELATION TO IT)
WOULD BREACH ANY APPLICABLE LAWS OR REGULATIONS OR WOULD RESULT IN
A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR
ANY REGISTRATION FILING OR OTHER FORMALITY WHICH THE COMPANY
REGARDS AS UNDULY ONEROUS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND UNDERLYING
LEGISLATION AND REGULATION (EU) 2017/1129 OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING
HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES. NOTHING IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF
THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID
RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS
PUBLISHED BY THE COMPANY IN CONNECTION WITH THE RIGHTS ISSUE.
C&C GROUP PLC
PUBLICATION OF PROSPECTUS
26 May 2021
Further to the announcement by C&C Group plc (the "Company")
earlier today in connection with the fully underwritten rights
issue to raise total gross proceeds of approximately GBP151 million
(the "Rights Issue"), the Financial Conduct Authority and the
Central Bank of Ireland have each approved the prospectus dated 26
May 2021 (the "Prospectus") in connection with the Rights Issue and
the Prospectus has been published by the Company.
The Prospectus contains further details of the Rights Issue and
is available on https://candcgroupplc.com/investors/ . A copy of
the Prospectus in printed form is available to shareholders on
request and free of charge from the Company.
Copies of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further details please contact:
C&C Group plc Investor.relations@candcgroup.ie
+353 (0) 1 506 3900
Barclays Bank PLC (Joint Sponsor, Jon Bone / Eoin Healy / +44 (0)
Joint Global Co-ordinator 207 623 2323
and Joint Bookrunner)
---------------------------------
J & E Davy (Joint Sponsor, Ronan Veale / Daragh O'Reilly
Joint Global Co-ordinator / +353 (0)1 679 6363
and Joint Bookrunner)
---------------------------------
HSBC Bank plc (Joint Global Richard Fagan / Joe Weaving /
Co-ordinator and Joint Bookrunner) +44 (0) 207 991 8888
---------------------------------
Numis Securities Limited (Joint Garry Levin / Kevin Cruickshank
Bookrunner) / +44 (0) 20 7260 1000
---------------------------------
IMPORTANT NOTICES
Unless the context otherwise requires, words and expressions
defined in the Prospectus shall have the same meaning in this
announcement.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares referred to in this announcement except on the basis of the
information contained in the Prospectus published by the Company in
connection with the Rights Issue.
A copy of the Prospectus is available from the registered office
of the Company and on its website at
www.candcgroupplc.com/investors. Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
announcement. The Prospectus provides further details of the Nil
Paid Rights, the Fully Paid Rights and the New Ordinary Shares
being offered pursuant to the Rights Issue.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights and the
New Ordinary Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act") or
under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable 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 or other jurisdiction. There will
be no public offer of the Nil Paid Rights, the Fully Paid Rights or
the New Ordinary Shares in the United States. Subject to certain
limited exceptions, Provisional Allotment Letters have not been,
and will not be, sent to any Qualifying Shareholder with a
registered address in or that is known to be located in the United
States. None of the New Ordinary Shares, the Nil Paid Rights, the
Fully Paid Rights or the Provisional Allotment Letters, this
announcement or any other document connected with the Rights Issue
has been or will be approved or disapproved by the United States
Securities and Exchange Commission or by the securities commissions
of any state or other jurisdiction of the United States or any
other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares, the Nil Paid Rights or the Fully Paid
Rights, or the accuracy or adequacy of the Provisional Allotment
Letters, this announcement or any other document connected with the
Rights Issue. Any representation to the contrary is a criminal
offence in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for,
Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to
take up any entitlements to Nil Paid Rights will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States,
Australia, Canada, Japan, Switzerland, South Africa, and any other
jurisdiction where the extension or availability of the Rights
Issue (and any other transaction contemplated in relation to it)
would breach any applicable laws or regulations or would result in
a requirement to comply with any governmental or other consent or
any registration filing or other formality which the Company
regards as unduly onerous, and should not be distributed, forwarded
to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
The distribution of this announcement into jurisdictions other
than the United Kingdom or Ireland 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 any such restrictions may constitute a
violation of the securities laws of such jurisdiction. In
particular, subject to certain exceptions, this announcement, the
Prospectus and the Provisional Allotment Letters should not be
distributed, forwarded to or transmitted in or into the United
States, Australia, Canada, Japan, Switzerland or South Africa.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
NOTICE TO ALL INVESTORS
Barclays and HSBC are authorised by the United Kingdom
Prudential Regulation Authority (the "PRA") and regulated by the
United Kingdom Financial Conduct Authority (the "FCA") and the PRA
in the United Kingdom, Davy is authorised and regulated in Ireland
by the Central Bank of Ireland and is authorised by and subject to
limited regulation by the FCA in the United Kingdom. Numis is
authorised and regulated by the FCA in the United Kingdom.
Barclays, Davy, HSBC and Numis (the "Underwriters") are acting
exclusively for the Company and no one else in connection with the
Rights Issue and will not regard any other person as a client in
relation to the Rights Issue and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in connection
with the Rights Issue or any other matter, transaction or
arrangement referred to herein.
None of the Underwriters, nor any of their respective
subsidiaries, branches or affiliates, nor any of their respective
directors, officers or employees accepts any responsibility or
liability whatsoever for the contents of this announcement, (or
whether any information has been omitted from the announcement), or
makes any representation or warranty, express or implied, as to its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company, the Nil Paid Rights, the Fully Paid Rights, the
Provisional Allotment Letter, the New Ordinary Shares or the Rights
Issue, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss arising
from any use of this announcement or its contents or otherwise
arising in connection therewith. Subject to applicable law, each of
the Underwriters accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement. None of the Underwriters, nor
any of their respective subsidiaries, branches or affiliates, nor
any of their respective directors, officers or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of the Underwriters in
connection with the Rights Issue, this announcement, any statement
contained herein, or otherwise.
In connection with the Rights Issue, the Underwriters and any of
their respective affiliates may, in accordance with applicable
legal and regulatory provisions, take up a portion of the Nil Paid
Rights, the Fully Paid Rights and the New Ordinary Shares in the
Rights Issue as a principal position and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own account in securities of the Company and related or other
securities and instruments (including Nil Paid Rights, Fully Paid
Rights and New Ordinary Shares) and may offer or sell such
securities otherwise than in connection with the Rights Issue
(including through coordinated action to dispose of any New
Ordinary Shares which they are required to subscribe for as
underwriters), provided that the Underwriters and their respective
affiliates may not engage in short selling for the purpose of
hedging their commitments under the Underwriting Agreement (subject
to certain exceptions contained in the Underwriting Agreement).
Accordingly, references in the Prospectus to Nil Paid Rights, Fully
Paid Rights and New Ordinary Shares being offered or placed should
be read as including any offering or placement of Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares to any of the
Underwriters or any of their respective affiliates acting in such
capacity. In addition, certain of the Underwriters or their
affiliates may enter into financing arrangements (including margin
loans) with investors in connection with which such Underwriters
(or their affiliates) may from time to time acquire, hold or
dispose of Nil Paid Rights, Fully Paid Rights and New Ordinary
Shares. Except as required by applicable law or regulation, the
Underwriters do not propose to make any public disclosure in
relation to such transactions.
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END
PDIPPUPCAUPGGCQ
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May 26, 2021 10:45 ET (14:45 GMT)
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