TIDMCRN
RNS Number : 6722V
Cairn Homes plc
09 April 2019
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Cairn Homes plc
Proposed Secondary Placing
9 April 2019
Cairn Homes plc ("Cairn Homes" or the "Company") today announces
that it has been advised that Michael Stanley and Emerald Everleigh
Limited Partnership ("New Emerald LP"), a limited partnership
ultimately owned by a discretionary trust of which Alan McIntosh
and his wife are the beneficiaries, (Michael Stanley and New
Emerald LP, together, the "Co-Founders"), and Kevin Stanley are
proposing to sell, in aggregate, approximately 17.0 million shares
in the Company (the "Placing Shares"), representing approximately
2.2 per cent. of the Company's issued share capital, via an
accelerated bookbuild through Goodbody Stockbrokers UC ("Goodbody")
and Numis Securities Limited ("Numis") (the "Placing").
Michael Stanley and entities of which Alan McIntosh and his wife
are the beneficiaries currently hold approximately 3.3 per cent.
and 6.3 per cent. respectively of the voting rights of the Company
and following the Placing, assuming the Placing is fully placed,
will hold approximately 2.7 per cent. and 5.0 per cent. of the
voting rights of the Company. If the Placing proceeds, each of the
Co-Founders have agreed with Goodbody and Numis not to sell their
remaining shares for a period of six months (subject to certain
customary exceptions). This will run concurrently with the existing
founder share lock up arrangements.
Goodbody and Numis have been appointed as Joint Bookrunners (the
"Bookrunners") in respect of the Placing, which will be launched
immediately following this announcement through an accelerated
bookbuild, open to certain existing and new investors. The final
number of Placing Shares to be placed and the placing price will be
agreed by Goodbody, Numis, the Co-Founders and Kevin Stanley 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, pricing and allocation are at the
absolute discretion of Goodbody and Numis.
For further information contact:
Cairn Homes plc
Michael Stanley
Tim Kenny +353 1 696 4600
Goodbody
David Kearney
Stephen Kane +353 1 667 0420
Numis
Ross Mitchinson
Michael Burke +44 20 7260 1000
Drury Communications
Billy Murphy
Morwenna Rice +353 1 260 5000
Finsbury +44 207 251 3801
Gordon Simpson
Charles O'Brien
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
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 AMED) (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, Japan or South Africa or in
any other jurisdiction in which such an offer or solicitation 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 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 the
Founders, Goodbody or Numis 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 the Founders, Goodbody or Numis 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 the
Founders, Goodbody and Numis to inform themselves about and to
observe any applicable 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 Goodbody, Numis 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.
Goodbody and Numis are acting exclusively for the Founders in
connection with the Placing and no-one else. Goodbody or Numis will
not regard any other person as its respective clients and will not
be responsible to anyone other than the Founders for providing the
protections afforded to its respective clients, nor will they be
responsible for providing advice in relation to the contents of
this announcement or any transaction, arrangement or other matter
referred to herein.
Goodbody, Numis and any of their respective affiliates acting as
an investor for its own account may participate in the placing on a
proprietary basis and in that capacity, may retain, purchase or
sell for their own accounts such securities referred to herein. In
addition, they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time
acquire, hold or dispose of shares. Goodbody or Numis does not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Goodbody Stockbrokers UC, trading as Goodbody, is regulated by
the Central Bank of Ireland. In the United Kingdom, Goodbody is
authorised and subject to limited regulation by the Financial
Conduct Authority. Numis Securities Limited is authorised and
regulated by the Financial Conduct Authority in the United
Kingdom.
Forward-looking statements and projections
Some statements in this announcement are forward-looking. They
represent our expectations for our business and involve risks and
uncertainties. We have based these forward-looking statements on
our current expectations and projections about future events. We
believe that our expectations and assumptions with respect to these
forward-looking statements are reasonable. However, because they
involve known and unknown risks, uncertainties and other factors,
which are in some cases beyond our control, our actual results or
performance may differ materially from those expressed or implied
by such forward-looking statements. These forward-looking
statements speak only as of the date of this document and no
obligation is undertaken, save as required by law, by the Listing
Rules of Euronext Dublin or by the listing rules of the UK Listing
Authority, to reflect new information, future events or
otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUKSVRKRASRAR
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