TIDMLRD
RNS Number : 5251B
Laird PLC
04 April 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA, HONG
KONG, THE REPUBLIC OF INDIA, JAPAN, REPUBLIC OF KOREA, MALAYSIA,
MEXICO, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE,
SWITZERLAND, TAIWAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
4 April 2017
Laird PLC ("Laird" or the "Company")
Results of Rump placing
Following the announcement made earlier today by the Company
regarding valid acceptances received under the Rights Issue, the
Company announces that J.P. Morgan Securities plc ("J.P. Morgan
Cazenove") and Numis Securities Limited ("Numis"), as agents for
the Company, have procured acquirers, on behalf of the Company, for
the remaining 9,810,429 New Shares not validly accepted by 11.00
a.m. on 3 April (representing approximately 4.52% of the New
Shares) at a price of 145 pence per New Share.
Accordingly, none of the Underwriters will be required to
acquire any New Shares under the terms of the Underwriting
Agreement.
Any premium over the total of the Rights Issue offer price of 85
pence per New Share and the related expenses of procuring acquirers
(including any applicable brokerage fees, commissions and amounts
in respect of value added tax) will be paid to Shareholders or
renouncees whose rights lapsed pro rata to their lapsed provisional
allotments, except that, in accordance with the terms and
conditions of the Rights Issue and the Listing Rules, individual
amounts of less than GBP5.00 will not be paid to such persons but
will be aggregated and retained for the benefit of the Company.
Cheques and credits to CREST accounts in respect of any amounts
payable to such Shareholders or renouncees are expected to be
despatched by no later than 11 April 2017.
Capitalised terms not defined herein, are defined at Part XI of
the combined prospectus and circular published by the Company on 28
February 2017, available on the Company's website at
www.laird-plc.com.
Enquiries:
Laird plc MHP Communications
Tony Quinlan, Chief Executive Reg Hoare
Officer Jamie Ricketts
Kevin Dangerfield, Chief Tim Rowntree
Financial Officer Ollie Hoare
Lucie Harwood, Head of Tel: +44 (0)20 3128
Treasury & Investor Relations 8100
Tel: +44 (0)20 7468 4040
Rothschild J.P. Morgan Cazenove
Ravi Gupta Michael Wentworth-Stanley
Richard Sedlacek Richard Perelman
Charles Pretzlik
Tel: +44 (0)20 7280 5000 Tel: +44 (0)20 7777
4000
Numis
Christopher Wilkinson
Simon Willis
Jamie Loughborough
Tel: +44 (0)20 7260 1000
IMPORTANT NOTICE:
This announcement has been issued by and is the sole
responsibility of Laird. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights, the New
Shares and the Provisional Allotment Letters have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, 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 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 offer
of the securities in the United States. None of the New Shares, the
Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment
Letters, the Form of Proxy, this announcement or any other document
connected with the Rights Issue has been or will be approved or
disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, and none of
the foregoing authorities or any securities commission has passed
upon or endorsed the merits of the offering of the New Shares, the
Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment
Letters, the Form of Proxy or the accuracy or adequacy of this
announcement or any other document connected with the Rights Issue.
Any representation to the contrary is a criminal offence in the
United States.
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, Nil Paid Rights, Fully Paid Rights or
New Shares or to take up any entitlements to Nil Paid Rights in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for, Nil Paid Rights,
Fully Paid Rights or New Shares or to take up any entitlements to
Nil Paid Rights will be made in any jurisdiction in which such an
offer or solicitation is unlawful. The information contained in
this announcement is not for release, publication or distribution
to persons in the United States or any other Excluded Territory,
and should not be distributed, forwarded to or transmitted in or
into any jurisdiction, where to do so might constitute a violation
of local securities laws or regulations.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement 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, this announcement, the Prospectus and the
Provisional Allotment Letters should not be distributed, forwarded
to or transmitted in or into the United States or any other
Excluded Territory.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this announcement. 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.
Notice to all investors
J.P. Morgan Securities plc (which conducts its UK investment
banking services as "J.P. Morgan Cazenove") is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the FCA and the PRA. N M Rothschild & Sons Limited
("Rothschild") and Numis Securities Limited ("Numis") are each
authorised and regulated in the United Kingdom by the FCA. J.P.
Morgan Cazenove, Numis and Rothschild are acting exclusively for
Laird and are acting for no one else in connection with the Rights
Issue 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 Laird 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 J.P. Morgan Cazenove and Rothschild in their
capacities as Joint Sponsors by the FSMA, none of J.P. Morgan
Cazenove, Numis or Rothschild accept any responsibility or
liability whatsoever and make no representation or warranty,
express or implied, for 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 Laird or the Nil
Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New
Shares or the Rights 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 future. Each of J.P. Morgan
Cazenove, Numis and Rothschild 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. Each of J.P. Morgan Cazenove,
Numis and Rothschild and/or their affiliates provides various
investment banking, commercial banking and financial advisory
services from time to time to Laird.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Provisional Allotment Letters
and, if given or made, such information or representations must not
be relied on as having been authorised by Laird or J.P. Morgan
Cazenove, Numis and Rothschild. Subject to the Listing Rules, the
Prospectus Rules and the Transparency Rules of the Financial
Conduct Authority and the Disclosure Requirements, the issue of
this announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of Laird
since the date of this announcement or that the information in it
is correct as at any subsequent date.
J.P. Morgan Cazenove, Numis and their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Nil Paid Rights, the Fully Paid Rights, the New
Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise.
Accordingly, references in the Prospectus to the Nil Paid Rights,
Fully Paid Rights, Provisional Allotment Letters or New Shares
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, J.P. Morgan
Cazenove, Numis and any of their respective affiliates acting as
investors for their own accounts. Except as required by applicable
law or regulation, J.P. Morgan Cazenove and Numis do not propose to
make any public disclosure in relation to such transactions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ARIOKQDBCBKKCQK
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