TIDMFFY
RNS Number : 0860K
Fyffes PLC
16 September 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
16 September 2016
Fyffes plc
("Fyffes" or the "Company" or the "Group")
Result of Placing
Fyffes plc is pleased to announce the successful completion of
the placing of Ordinary Shares (the "Placing") announced yesterday
evening.
A total of 31.45 million new Ordinary Shares in Fyffes (the
"Placing Shares") have been placed by J&E Davy ("Davy") at a
price of EUR1.50 per Placing Share, raising gross proceeds of
approximately EUR47 million (before expenses). The Placing Shares
represent approximately 10% of Fyffes issued ordinary share capital
prior to the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares (other than treasury shares which are non-voting and do not
qualify for dividends), including the right to receive all
dividends and other distributions declared, made or paid in respect
of the Ordinary Shares after the date of issue, save for the 2016
interim dividend payable on 7 October 2016 to shareholders on the
register as at 16 September 2016.
Applications have been made to the Irish Stock Exchange and to
the London Stock Exchange for the Placing Shares to be admitted to
trading on ESM and AIM respectively ("Admission"). It is expected
that settlement of the Placing Shares will occur, Admission will
become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 20 September 2016. The Placing is
conditional, among other things, upon Admission becoming effective
and the placing agreement between the Company and Davy (the
"Placing Agreement") not being terminated in accordance with its
terms.
Following Admission, the total number of shares in issue in the
Company will be 360,992,807 (including 31,075,000 treasury shares).
Therefore, following Admission, the total number of voting shares
in Fyffes in issue will be 329,917,807.
Davy is acting as Sole Global Coordinator and Bookrunner in
respect of the Placing.
For further information on the Announcement, please contact
Fyffes plc: +353 1 887 2700
David McCann, Executive Chairman
Tom Murphy, Finance Director
Seamus Keenan, Company Secretary
Davy (Sole Global Coordinator and Bookrunner) +353 1 6796363
Ivan Murphy
Fergal Meegan
Barry Murphy
Wilson Hartnell PR (Media Enquiries) +353 1 6690030
Sheila Gahon
Important Notice
This announcement (the "Announcement") and the information
contained herein is restricted and is not for release, publication
or distribution, directly or indirectly, in whole or in part, in,
into or from the United States (including its territories and
possessions, any state of the United States and the District of
Columbia, collectively the "United States"), Australia, Canada,
Japan, South Africa or any other state or jurisdiction in which the
same would be restricted, unlawful or unauthorised (each a
"Restricted Territory"). This Announcement is for information
purposes only and does not constitute an offer to buy, sell, issue,
acquire or subscribe for, or the solicitation of an offer to buy,
sell, issue, acquire or subscribe for shares in the capital of the
Company in any Restricted Territory or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
Subject to certain exemptions, the securities referred to herein
may not be offered or sold in any Restricted Territory or for the
account or benefit of any national resident or citizen of any
Restricted Territory. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or under the securities laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. Any offering of the Placing
Shares to be made (i) in the United States will be made only to a
limited number of "qualified institutional buyers" ("QIBs") within
the meaning of Rule 144A under the Securities Act ("Rule 144A") in
accordance with Rule 144A or pursuant to an exemption from the
registration requirements of the Securities Act in a transaction
not involving any "public offering" and (ii) outside the United
States in offshore transactions within the meaning of, and in
reliance on, Regulation S under the Securities Act ("Regulation
S"). No public offering of the shares referred to in this
Announcement is being made in Ireland, the United Kingdom, any
Restricted Territory or elsewhere.
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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 Davy
or by any of its 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 therefor is expressly disclaimed.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as Sole Global Co-ordinator and Bookrunner for
the Company and no-one else in connection with the Placing and is
not, and will not be, responsible to anyone other than the Company
for providing the protections afforded to its clients nor for
providing advice in relation to the Placing and/or any other matter
referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Bookrunner by the Financial Services and
Markets Act 2000 or by the regulatory regime established under it,
neither the Bookrunner nor any of its respective affiliates accept
any responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Bookrunner or its
affiliates in connection with the Company, the Placing Shares or
the Placing. The Bookrunner and each of its affiliates accordingly
disclaim all and any liability, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by the
Bookrunner or any of its affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Bookrunner that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Bookrunner to inform themselves about, and to observe, such
restrictions.
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.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Bookrunner.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this Announcement speaks only as of the date of this
Announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein, whether as a result
of new information, future events or otherwise, except to the
extent required by the London Stock Exchange, the Irish Stock
Exchange, the Central Bank of Ireland or by applicable law. No
statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of shares acquired. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser. The Placing Shares to be issued
pursuant to the Placing will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange and the ESM market of the Irish Stock Exchange.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or any 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 unlawful.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
action.
The most recent Annual and Interim Reports and other information
are available on the Fyffes website at
http://investors.fyffes.com/fyffesplc/en/home. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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