TIDMFUTR
RNS Number : 3552Y
Future PLC
21 August 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION.
NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR
CONDITION OF THE RIGHTS ISSUE AND NEITHER THE ISSUE OF THE
INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF
OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO
ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.
COPIES OF THE PROSPECTUS ARE AVAILABLE FOR INSPECTION ON THE
COMPANY'S WESBITE AT WWW.FUTUREPLC.COM/INVEST-IN-FUTURE/, AND AT
THE COMPANY'S REGISTERED OFFICE AT QUAY HOUSE, THE AMBURY, BATH BA1
1UA
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
21 August 2018
Future plc
Results of Rights Issue
Future plc ("Future" or the "Company") today announces that the
3 for 4 Rights Issue at 303 pence per New Ordinary Share announced
on 18 July 2018 closed for acceptances at 11.00 a.m. (London time)
on 20 August 2018. The Company received valid acceptances in
respect of 31,809,864 New Ordinary Shares, representing
approximately 91.2 per cent of the total number of New Ordinary
Shares offered to Qualifying Shareholders pursuant to the fully
underwritten Rights Issue.
It is expected that the New Ordinary Shares will commence
trading, fully paid, on the London Stock Exchange's main market for
listed securities at 8.00 a.m. today, 21 August 2018.
It is also expected that the New Ordinary Shares in
uncertificated form will be credited to CREST accounts as soon as
practicable after 8.00 a.m. on 21 August 2018 and that definitive
share certificates in respect of the New Ordinary Shares in
certificated form will be despatched to Qualifying Shareholders by
no later than 28 August 2018.
In accordance with their obligations under the Underwriting
Agreement, Numis Securities Limited ("Numis") and Nplus1 Singer
Capital Markets Limited ("N+1 Singer") will use reasonable
endeavours to procure, by no later than 5.00 p.m. on 23 August
2018, subscribers for the remaining 3,070,908 New Ordinary Shares
not taken up in the Rights Issue, failing which Numis and N+1
Singer have agreed to subscribe, on a several basis, for any
remaining New Ordinary Shares.
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Issue Price of 303 pence per New
Ordinary Share and the expenses of procuring subscribers including
any applicable brokerage and commissions and amounts in respect of
VAT), if any, will be paid (without interest) to Qualifying
Shareholders that have not taken up their entitlements pro rata to
their lapsed provisional allotments, save that individual amounts
of less than GBP5.00 will not be paid to such persons, but will be
paid to the Company. Cheques and credits to CREST accounts in
respect of any amounts payable to Qualifying Shareholders are
expected to be despatched by no later than 28 August 2018.
A further announcement as to the number of New Ordinary Shares
for which subscribers have been procured will be made in due
course.
Except where the context requires otherwise, defined terms
herein shall have the meanings given to them in the Prospectus
published by the Company on 18 July 2018.
Enquiries:
Future plc via Instinctif
Partners
Zillah Byng-Thorne, Chief Executive Officer
Penny Ladkin-Brand, Chief Financial Officer
Dom Del Mar, Investor Relations
Numis Securities Limited (Financial Adviser, Joint
Bookrunner
and Joint Broker to Future) 020 7260 1000
Nick Westlake, Mark Lander, Hugo Rubinstein, Toby
Adcock
Nplus1 Singer Capital Markets Limited (Joint Bookrunner
and Joint Broker to Future) 020 7496 3000
Mark Taylor, James White
Instinctif Partners 020 7457 2077
Kay Larsen, Chris Birt
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are
the sole responsibility of Future plc.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. The information in this announcement is
subject to change.
A copy of the Prospectus is available from the registered office
of Future plc and on Future plc's website at
www.futureplc.com/invest-in-future/ provided that the Prospectus is
not, subject to certain exceptions, available to Shareholders in
certain excluded jurisdictions. Neither the content of Future plc's
website nor any website accessible by hyperlinks on Future plc's
website is incorporated in, or forms part of, this
announcement.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
announcement, or other information referred to herein, comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. In
particular, subject to certain exceptions, this announcement, the
Prospectus and the Provisional Allotment Letter should not be
distributed, forwarded to or transmitted in or into the United
States or any of the other Excluded Territories.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, securities to any person in
the United States, Australia, Canada, Japan or South Africa or in
any jurisdiction to whom or in which such offer or solicitation is
unlawful. The Nil Paid Rights, the Fully Paid Rights and the New
Ordinary Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "Securities Act") or
under any securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, exercised,
resold, renounced, or otherwise transferred, directly or
indirectly, in or into the United States except 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. There will be no public offering
of the Provisional Allotment Letters, the Nil Paid Rights, the
Fully Paid Rights or the New Ordinary Shares in the United
States.
The offer and sale of the Nil Paid Rights, the Fully Paid Rights
and the New Ordinary Shares have not been and will not be
registered under the applicable securities laws of Australia,
Canada, Japan or South Africa. Subject to certain exceptions, the
Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares
may not be offered or sold in Australia, Canada, Japan or South
Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan or South Africa.
There will be no public offer of the Provisional Allotment Letters,
the Nil Paid Rights, the Fully Paid Rights or the New Ordinary
Shares in Australia, Canada, Japan or South Africa.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and information described in this announcement
and/or the Prospectus. This announcement does not constitute a
recommendation concerning the Rights Issue. 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.
Numis Securities Limited ("Numis") and Nplus1 Singer Capital
Markets Limited ("N+1 Singer") are each authorised and regulated in
the United Kingdom by the FCA and are acting exclusively for the
Company and no one else in relation with the Rights Issue (whether
or not a recipient of this announcement) and will not regard any
other person as a client in relation to the Rights Issue and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients, nor for
providing advice in connection with the Rights Issue or any other
matter, transaction or arrangement referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis and N+1 Singer under FSMA or the regulatory
regime established thereunder, none of Numis, N+1 Singer or any of
their respective affiliates, directors, officers, employees, agents
or advisers accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to,
the contents of this announcement, including its accuracy,
fairness, sufficiency, completeness or verification, or for any
other statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Acquisition or the
Rights Issue, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available, 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 future.
Each of Numis, N+1 Singer and their respective affiliates,
directors, officers, employees, agents and advisers accordingly
disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.
Numis, N+1 Singer and any of their respective affiliates may,
acting as investors for their own account, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares and/or related instruments for the purpose of
hedging their underwriting exposure or otherwise. Accordingly,
references in the Prospectus to Nil Paid Rights, Fully Paid Rights
and New Ordinary Shares being issued, offered, subscribed, placed
or otherwise dealt in, should be read as including any issue or
offer to, or subscription, placing or dealing by, either of Numis
or N+1 Singer or any of their respective affiliates acting in such
capacity. In addition, either of Numis or N+1 Singer or their
affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with
which Numis or N+1 Singer (or its affiliates) may from time to time
acquire, hold or dispose New Ordinary Shares. Except as required by
applicable law or regulation, the Numis and N+1 Singer do not
propose to make any public disclosure in relation to such
transactions.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Nil Paid
Rights, the Fully Paid Rights and the New Ordinary Shares have been
subject to a product approval process, which has determined that
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares may decline and
investors could lose all or part of their investment; the Nil Paid
Rights, the Fully Paid Rights and the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Rights Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis and N+1 Singer will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, the Fully Paid
Rights and the New Ordinary Shares and determining appropriate
distribution channels.
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
ROIDBLFLVVFZBBZ
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August 21, 2018 02:00 ET (06:00 GMT)
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