Liberum Capital Limited Proposed Placing (4567Q)
November 29 2016 - 8:42AM
UK Regulatory
TIDMCOST
RNS Number : 4567Q
Liberum Capital Limited
29 November 2016
Liberum Capital Limited
29 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT
Proposed placing of 6,310,850 ordinary shares in
Costain Group plc by York Place Limited
York Place Limited today announces its intention to sell its
entire shareholding of 6,310,850 ordinary shares ("Placing Shares")
in Costain Group plc ("Costain") to qualified institutional
investors (the "Placing") at a price of 340 pence per share. The
Placing Shares represent 6.14% of Costain's entire issued share
capital.
York Place Limited is an entity wholly owned and controlled by
UEM Group Berhad.
The Placing will be conducted by means of an accelerated
bookbuild to institutional investors, which will be launched
immediately following this announcement.
Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner
in connection with the Placing.
The final number of Placing Shares and the price at which the
Placing Shares are to be placed will be agreed by Liberum and York
Place Limited at the close of the bookbuild process, and the
results of the Placing will be announced as soon as practicable
thereafter. The timing for the close of the bookbuild process shall
be at the absolute discretion of Liberum. York Place Limited
reserves the right to sell a greater or lesser number of shares
through the Placing.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/ 2014.
Enquiries
Liberum +44 (0)20 3100 2222
Steve Pearce
Steven Tredget
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S
under the US Securities Act) except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the US Securities Act and the securities laws of any relevant
state or other jurisdiction of the United States. There will be no
public offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by York
Place Limited or Liberum or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by York Place Limited or Liberum or
any of their respective affiliates that would, or which is intended
to, permit a public offer of the Placing Shares in any jurisdiction
or possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by York
Place Limited and Liberum to inform themselves about and to observe
any applicable restrictions.
Liberum, which is regulated by the Financial Conduct Authority
in the United Kingdom, is acting only for York Place Limited in
connection with the Placing and will not be responsible to anyone
other than York Place Limited for providing the protections offered
to the clients of Liberum, nor for providing advice in relation to
the Placing or any matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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