TIDMCRN
RNS Number : 6893V
Cairn Homes plc
10 April 2019
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 END OF THIS ANNOUNCEMENT.
Cairn Homes plc
Result of Secondary Placing
10 April 2019
Further to the announcement on 9 April 2019 regarding a proposal
by 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 to sell in aggregate,
approximately, 17.0 million shares in Cairn Homes plc ("Cairn" or
the "Company"), the Company announces that it has been notified
that the Co-Founders and Kevin Stanley have sold a combined 17.0
million shares at a price of EUR1.34 per share (the "Placing").
The Placing was conducted via an accelerated bookbuild through
Goodbody Stockbrokers UC ("Goodbody") and Numis Securities Limited
("Numis").
The Placing is expected to settle on a T+2 basis, on Friday, 12
April 2019. The Company is not party to the Placing and will not
receive any proceeds from the Placing.
Following the Placing, Michael Stanley and New Emerald LP will
hold approximately 2.7 per cent. and 5.0 per cent. of the voting
rights of the Company.
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
Gordon Simpson/ Charles O'Brien +44 207 251 3801
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 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, 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
Co-Founders or Kevin Stanley or 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 Co-Founders, Kevin Stanley,
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 Co-Founders, Kevin Stanley,
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 Co-Founders
and Kevin Stanley 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 Co-Founders and Kevin Stanley 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
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