TIDMCOB
RNS Number : 2923E
Cobham PLC
05 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL
CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS,
AND/OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS.
5 May 2017
Results of Rights Issue
Cobham plc (the Company or Cobham) announces that as at 11.00
a.m. on
4 May 2017 (the latest time and date for receipt of valid
acceptances), it had received valid acceptances in respect of
669,584,312 New Ordinary Shares (representing approximately 98.01%
of New Ordinary Shares offered) pursuant to the Company's fully
underwritten 2 for 5 Rights Issue announced on 28 March 2017.
It is expected that dealings in New Ordinary Shares, fully paid,
will commence on the London Stock Exchange's main market for listed
securities from 8.00 a.m. on 5 May 2017.
It is also expected that the New Ordinary Shares held in
uncertificated form will be credited to CREST accounts as soon as
practicable after 8.00 a.m. on 5 May 2017, and that share
certificates in respect of New Ordinary Shares held in certificated
form will be despatched to Qualifying Shareholders by no later than
12 May 2017.
In accordance with their obligations under the Underwriting
Agreement, BofA Merrill Lynch and J.P. Morgan Cazenove shall use
reasonable endeavours to procure, by not later than 4.30 p.m. on 8
May 2017, subscribers for the remaining 13,561,228 New Ordinary
Shares not validly taken up in the Rights Issue (representing
approximately 1.99% of the New Ordinary Shares), failing which BofA
Merrill Lynch, J.P. Morgan Cazenove and Barclays have agreed to
subscribe for (or procure subscribers for), on a several basis, any
remaining New Ordinary Shares.
Qualifying Shareholders who did not take up their rights in the
Rights Issue may have the New Ordinary Shares to which they are
entitled sold on their behalf. To the extent that such New Ordinary
Shares are sold at a premium to the Rights Issue price of 75 pence
per New Ordinary Share, the relevant Qualifying Shareholders shall
be entitled to such premium less related expenses (including any
applicable brokerage and commissions and amounts in respect of
value added tax which are not recoverable), so long as the amount
in question is at least GBP5.00.
A further announcement as to the number of New Ordinary Shares
for which subscribers have been procured will be made in due
course.
Capitalised terms used in this announcement shall have the
meanings set out in the prospectus published by the Company in
connection with the Rights Issue on 28 March 2017 (the Prospectus)
and available on www.cobhaminvestors.com.
Enquiries
+44 (0)1202 857
Cobham plc 998
Julian Wais, Director of Investor
Relations
+44 (0)20 3128
MHP Communications 8100
Reg Hoare/Tim Rowntree/Jamie
Ricketts
+44 (0)20 7628
BofA Merrill Lynch 1000
Ian Ferguson
Peter Luck
Daniel Norman
Joshua Maguire
+44 (0)20 7742
J.P. Morgan Cazenove 4000
Edmund Byers
Richard Perelman
Nicholas Hall
Laurene Danon
+ 44 (0)20 7623
Barclays Bank PLC 2323
Mark Astaire
Lawrence Jamieson
Cautionary Statements
This announcement has been issued by and is the sole
responsibility of Cobham. 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 an advertisement and not a prospectus and
not an offer of Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares for sale in any jurisdiction, including in or into the
United States, Australia, Canada, Dubai International Financial
Centre, Guernsey, Japan, Jersey, New Zealand, Singapore,
Switzerland, South Africa or any jurisdiction where the
availability of the Rights Issue (and any other transactions
contemplated in relation to it) would breach any applicable laws or
regulations (each an Excluded Territory).
Neither this announcement nor anything contained in it shall
form the basis of, or be relied upon in connection 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.
Copies of the Prospectus are available from Cobham plc, Brook
Road, Wimborne, Dorset BH21 2BJ and on Cobham's website at
www.cobhaminvestors.com. 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 distribution of this announcement, the Prospectus, the
Provisional Allotment Letter, and the offering or transfer of Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letter
and/or any accompanying documents 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 or any other Excluded
Territory.
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.
This announcement is not and does not contain an offer of
securities for sale or a solicitation of an offer to purchase or
subscribe for securities in the United States or any other Excluded
Territory, or any other state or jurisdiction in which such
release, publication or distribution would be unlawful. The
securities to which this announcement relates (the Securities) have
not been, and will not be, registered under the U.S. Securities Act
of 1933, as amended (the Securities Act), and may not be offered or
sold in the United States unless registered under the Securities
Act or pursuant to an exemption from, or a transaction not subject
to, registration under the Securities Act. There will be no public
offer of the Securities in the United States or any other
jurisdiction. Subject to certain exceptions, the Securities may not
be offered or sold in any other Excluded Territory or to, or for
the account or benefit of, any national, resident or citizen of
such countries.
Accordingly, subject to certain exceptions, the Rights Issue is
not being made in the United States and neither this announcement,
the Prospectus nor the Provisional Allotment Letters constitute or
will constitute an offer, or an invitation to apply for, or an
offer or an invitation to subscribe for or acquire any Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares in the United
States. Subject to certain limited exceptions, Provisional
Allotment Letters have not been, and will not be, sent to, and Nil
Paid Rights have not been, and will not be, credited to the CREST
account of, any Qualifying Shareholder with a registered address in
or that is located in the United States.
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 directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
Each of Merrill Lynch International (BofA Merrill Lynch), J.P.
Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove (J.P. Morgan Cazenove) and
Barclays Bank PLC (Barclays) is authorised by the Prudential
Regulation Authority (PRA) and regulated in the United Kingdom by
the PRA and FCA, is acting exclusively for Cobham and no one else
in connection with the Rights Issue, and will not regard any other
person (whether or not a recipient of this announcement) as their
respective clients in relation to the Rights Issue and will not be
responsible to anyone other than Cobham for providing the
protections afforded to its respective clients or for providing
advice in relation to the Rights Issue referred to in this
announcement or any other transaction, arrangement or matter
referred to in this announcement.
No action has been taken by the Company, BofA Merrill Lynch,
J.P. Morgan Cazenove or Barclays that would permit an offering of
the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or
possession or distribution of this announcement, the Prospectus,
the Provisional Allotment Letter or any other offering or publicity
material relating to the Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes
are required by the Company, BofA Merrill Lynch, J.P. Morgan
Cazenove and Barclays to inform themselves about, and to observe,
such restrictions.
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 BofA Merrill Lynch, J.P. Morgan Cazenove
or Barclays or their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or
any other information made available to or publicly available to
any interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
In connection with the Rights Issue, BofA Merrill Lynch, J.P.
Morgan Cazenove, Barclays and any of their affiliates, may in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Nil Paid Rights, the Fully Paid
Rights, the New Ordinary Shares and/or related instruments for
their own account for the purpose of hedging their underwriting
exposure or otherwise. Accordingly, references in the Prospectus to
the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, BofA Merrill Lynch, J.P. Morgan
Cazenove, Barclays and any of their affiliates acting in such
capacity. In addition BofA Merrill Lynch, J.P. Morgan Cazenove,
Barclays and any of their affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which BofA Merrill Lynch, J.P. Morgan
Cazenove, Barclays and any of their affiliates may from time to
time acquire, hold or dispose of Ordinary Shares. BofA Merrill
Lynch, J.P. Morgan Cazenove and Barclays do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ARISSWSIIFWSELI
(END) Dow Jones Newswires
May 05, 2017 02:01 ET (06:01 GMT)
Cobham (LSE:COB)
Historical Stock Chart
From Apr 2024 to May 2024
Cobham (LSE:COB)
Historical Stock Chart
From May 2023 to May 2024