TIDMITE
RNS Number : 3261U
ITE Group PLC
11 July 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, 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
ITE Group plc
Results of Rump Placing
Following the announcement earlier today regarding valid
acceptances received under the fully underwritten Rights Issue
announced by ITE Group plc ("ITE" or the "Company") on 6 June 2018,
the Company confirms that Investec Bank plc ("Investec) and Numis
Securities Limited ("Numis") have procured subscribers for all of
the 8,277,793 New Ordinary Shares of 1 pence each for which valid
acceptances were not received, representing approximately 1.76 per
cent. of the total number of New Ordinary Shares, at a price of 85
pence per New Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Issue Price of 56.2 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 20 July 2018.
Except where the context requires otherwise, defined terms
herein shall have the meanings given to them in the Prospectus
published by the Company on 6 June 2018.
Enquiries:
+44 (0) 20 7596
ITE 5000
Mark Shashoua, Chief Executive Officer
Andrew Beach, Chief Financial Officer
Melissa McVeigh, Director of Communications
+44 (0) 20 7597
Investec 5970
(Sponsor, Financial Adviser, Joint Broker, Joint Bookrunner and Lead
Underwriter)
Corporate Finance: Andrew Pinder, Junya Iwamoto,
David Anderson
Corporate Broking: Sara Hale, Chris Sim, Neil Coleman,
Helene Comitis
+44 (0) 20 7260
Numis 1000
(Joint Broker, Joint Bookrunner and Joint Underwriter)
Nick Westlake, Toby Adcock, Hugo Rubinstein
+44 (0) 20 3727
FTI Consulting 1000
(Financial PR)
Charles Palmer, Emma Hall, Harry Staight
IMPORTANT NOTICE
The contents of this announcement have been prepared by and are
the sole responsibility of ITE.
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 should conduct their own
investigation, evaluation and analysis of the business, data and
information described in this announcement. 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.
Investec Bank plc ("Investec") is authorised by the Prudential
Regulation Authority (the "PRA") and regulated in the United
Kingdom by the FCA and the PRA and is acting exclusively for the
Company and for no one else in connection with the Acquisition and
the Rights Issue, will not regard any other person(s) (whether or
not a recipient of this announcement) as its client(s) in relation
to the Acquisition or the Rights Issue and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients or for providing any advice in connection
with the Acquisition, the Rights Issue and/or any other matter,
transaction or arrangement referred to in this announcement.
Numis Securities Limited ("Numis") is authorised and regulated
in the United Kingdom by the FCA and is acting exclusively for the
Company and for no one else in connection with the Rights Issue,
will not regard any other person(s) (whether or not a recipient of
this announcement) as its client(s) in relation to the Rights Issue
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
any advice in connection with the Rights Issue and/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 Investec and Numis under FSMA or the regulatory
regime established thereunder, none of Investec, Numis 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 Investec, Numis 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.
The Banks 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 the Banks or any of
their respective affiliates acting in such capacity. In addition,
either of the Banks or their affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which such Bank (or its affiliates)
may from time to time acquire, hold or dispose New Ordinary Shares.
Except as required by applicable law or regulation, the Banks do
not propose to make any public disclosure in relation to such
transactions.
The person responsible for this announcement is Waterstone
Company Secretaries Ltd, Company Secretary of ITE Group.
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, the Banks 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
ROIDMGMNGMKGRZM
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July 11, 2018 06:47 ET (10:47 GMT)
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