TIDMCWD
RNS Number : 3511Y
Countrywide PLC
21 August 2018
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS-EQUIVALENT DOCUMENT. THE COMBINED PROSPECTUS AND
CIRCULAR WAS PUBLISHED ON 2 AUGUST 2018 AND IS AVAILABLE ON
COUNTRYWIDE PLC'S WEBSITE AT WWW.COUNTRYWIDE.CO.UK AND FOR
INSPECTION DURING NORMAL BUSINESS HOURS AT THE REGISTERED OFFICE OF
COUNTRYWIDE PLC.
PLEASE SEE THE IMPORTANT NOTICES INCLUDED IN THIS
ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
21 August 2018
Countrywide plc (the "Company")
Results of Placing and Open Offer
On 2 August 2018, the Company announced details of a proposed
Firm Placing and Placing and Open Offer (the "Issue") to raise
gross proceeds of GBP140 million, approximately GBP111.4 million by
way of a Firm Placing of 1,114,419,568 Firm Placing Shares and
approximately GBP28.6 million by way of a Placing and Open Offer of
285,580,431 Open Offer Shares, in each case at an Issue Price of 10
pence per New Ordinary Share.
The Open Offer closed for acceptances at 11:00 a.m. on 17 August
2018. The Company has received valid acceptances in respect of
206,578,406 Open Offer Shares under the Open Offer. This represents
approximately 72.34% of the Open Offer Shares offered pursuant to
the Open Offer. Accordingly, the remaining 79,002,025 Open Offer
Shares, representing approximately 27.66% of the Open Offer Shares
will be allocated to the Conditional Placees with whom the Open
Offer Shares had been conditionally placed under the Placing.
The Issue remains conditional on, among other things, the
approval by the Company's shareholders at the General Meeting,
which will take place at 10:30 a.m. on 28 August 2018. The Company
will announce the results of the General Meeting as soon as
practicable after the meeting concludes. It is expected that
Admission will become effective, and that dealings in the New
Ordinary Shares on the London Stock Exchange's main market for
listed securities will commence, at 8.00 a.m. on 30 August
2018.
Unless otherwise defined, the terms used in this announcement
shall have the same meaning as set out in the combined prospectus
and circular published by the Company on 2 August 2018 (the
"Combined Prospectus and Circular").
For further information, please contact:
Countrywide plc
Himanshu Raja, Chief Financial investor@countrywide.co.uk
Officer
Media enquiries:
Natalie Gunson
Michael Sandler/Dan de Belder, +44 77 2143 9043
Hudson Sandler +44 20 7796 4133
Enquires on the Capital Refinancing
Plan
Jefferies International Limited:
Paul Nicholls
Lee Morton
Jason Grossman +44 20 7029 8000
Barclays Bank PLC:
Robert Mayhew +44 20 7623 2323
Richard Bassingthwaighte
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. A copy of the Combined Prospectus
and Circular is available from the registered office of the Company
and on the Company's website at www.countrywide.co.uk provided that
the Combined Prospectus and Circular will not, subject to certain
exceptions, be available (whether through the website or otherwise)
to Shareholders in the United States or other Excluded
Territories.
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 Combined Prospectus
and Circular will give further details of the New Ordinary Shares
that was being offered pursuant to the Firm Placing and the Placing
and Open Offer. This announcement is not a prospectus but an
advertisement and investors should not acquire any New Ordinary
Shares referred to in this announcement except on the basis of the
information contained in the Combined Prospectus and Circular. This
announcement is for informational purposes only and does not
purport to be complete. No reliance may be placed by any person for
any purpose on the information contained in this announcement or
its accuracy or completeness. The information in this announcement
is subject to change.
Barclays Bank PLC, acting through its investment bank, which is
authorised by the PRA in the United Kingdom and regulated by the
PRA and the FCA, is acting for the Company and no one else in
connection with the Issue and will not regard any other person as
its client in connection with the Issue and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients nor for giving advice in relation to the
Issue or any arrangement referred to, or information contained, in
this announcement.
Jefferies International Limited which is authorised and
regulated by the FCA, is acting for the Company and no one else in
connection with the Issue and will not regard any other person as
its client in connection with the Issue and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients nor for giving advice in relation to the
Issue or any arrangement referred to, or information contained, in
this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Jefferies and Barclays by FSMA or the regulatory
regime established thereunder or under the regulatory regime of any
other jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Barclays nor Jefferies nor any of their respective affiliates,
directors, officers, employees or advisers, accept any
responsibility whatsoever for the contents of this announcement,
and no representation or warranty, express or implied, is made by
Jefferies and Barclays in relation to the contents of this
announcement, including its accuracy, completeness or verification
or regarding the legality of any investment in the New Ordinary
Shares by any person under the laws applicable to such person or
for any other statement made or purported to be made by it, or on
its behalf, in connection with the Company, the New Ordinary
Shares, the Issue, and nothing in this announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or the future. To the fullest extent
permissible Jefferies and Barclays accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement.
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, the New Ordinary Shares in the United
States, Australia, Canada, Japan, South Africa, and any other
Excluded Territory or any other jurisdiction. The information
contained in this announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, Japan or South Africa and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of the
securities laws or regulations of such jurisdiction. There was no
public offer of the New Ordinary Shares in the United States,
Australia, Canada, Japan, South Africa or any other Excluded
Territory. The distribution of this announcement, any other
offering or publicity material relating to the Firm Placing and/or
the Placing and Open Offer and/or the Combined Prospectus and
Circular and/or the transfer of New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law or regulation, and, therefore, persons into whose possession
this announcement and/or the Combined Prospectus and Circular 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, the information
contained in this announcement and the Combined Prospectus and
Circular should not be distributed, forwarded or transmitted in or
into the United States, Australia, Canada, Japan, South Africa or
any other Excluded Territory. Any failure to comply with these
restrictions may constitute a violation of the securities laws or
regulations of any such jurisdiction. The transfer of the New
Ordinary Shares may also be so restricted by law or regulation.
The New Ordinary Shares have not been, and will not be,
registered under the U.S. 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 may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
New Ordinary Shares offered outside the United States are being
offered in reliance on Regulation S under the US Securities Act.
There was no public offer of New Ordinary Shares in the United
States. The New Ordinary Shares, the Combined Prospectus and
Circular, the Application Form and this announcement have not been
recommended, approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the New Ordinary Shares or the accuracy or adequacy of
the Application
Form, the Combined Prospectus and Circular or this announcement.
Any representation to the contrary is a criminal offence in the
United States.
Accordingly, subject to certain exceptions, the Firm Placing and
Placing and Open Offer was not and will not be made in the United
States and neither this announcement, the Application Form nor the
Combined Prospectus and Circular constitute or will constitute an
offer, or an invitation to apply for, or an invitation to subscribe
for or acquire any New Ordinary Shares in the United States.
This announcement does not constitute a recommendation
concerning the Firm Placing and the Placing and Open Offer. 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 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
MSCPGUBPRUPRGQU
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August 21, 2018 02:00 ET (06:00 GMT)
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