TIDMRPC
RNS Number : 9146X
RPC Group PLC
27 February 2017
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT
FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN
SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN
THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF
THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR,
OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID
RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY
REFERENCE IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE
FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT
WWW.RPC-GROUP.COM.
27 February 2017
For immediate release
RPC Group Plc
("RPC" or the "Company")
Results of rump placing
Following the announcement earlier today regarding valid
acceptances under the Rights Issue announced by RPC on 9 February
2017, RPC confirms that Deutsche Bank and Jefferies have procured
subscribers for all the remaining 3,455,880 New Ordinary Shares for
which valid acceptances were not received, representing
approximately 4 per cent. of the total number of New Ordinary
Shares, at a price of 905.0 pence per New Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Issue Price of 665 pence per New
Ordinary Share and the expenses of procuring subscribers including
any brokerage and commissions and value added tax thereon) will be
paid (without interest) to Shareholders who have not taken up their
entitlements pro rata to their lapsed provisional allotments, save
that individual amounts of less than GBP5 will not be paid to such
persons but will be aggregated and retained for the benefit of RPC.
Cheques in respect of any such amounts are expected to be
despatched to the relevant Shareholders by no later than 10 March
2017.
Total Voting Rights
Following the allotment of New Ordinary Shares to reflect shares
for which Deutsche Bank and Jefferies have procured subscribers,
the Company's issued share capital consists of 414,773,436 Ordinary
Shares of 5 pence each. The Company does not hold any Ordinary
Shares in treasury. Therefore, as at 27 February 2017, the total
number of voting rights in the Company is 414,773,436. This figure
may be used by Shareholders as the denominator for the calculations
by which they determine if they are required to notify their
interest in, or a change of their interest in, the Company under
the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority.
For further information, please
contact:
+44 (0)1933
RPC Group Plc: 410064
Pim Vervaat, Chief Executive
Simon Kesterton, Group Finance
Director
Rothschild - Financial Adviser +44 (0)20 7280
and Sponsor: 5000
Charles Montgomerie
Yuri Shakhmin
Nathalie Ferretti
Deutsche Bank - Joint Global +44 (0)20 7545
Co-ordinator and Joint Bookrunner: 8000
Charles Wilkinson
Jimmy Bastock
Lorcan O'Shea
Mark Hankinson
Jefferies - Joint Global Co-ordinator +44 (0)20 7029
and Joint Bookrunner: 8000
Chris Zeal
Antonia Rowan
Harry Nicholas
Lee Morton
+44 (0)20 7628
BofA Merrill Lynch - Co-Bookrunner: 1000
Peter Luck
Dennis Wierer
Edward Stratton
Daniel Norman
+44 (0)20 3727
FTI Consulting: 1340
Richard Mountain
Nick Hasell
IMPORTANT NOTICE:
This announcement has been issued by, and is the sole
responsibility of, RPC. 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. Neither the
contents of RPC's website nor any website accessible by hyperlinks
on RPC's website is incorporated in, or forms part of, this
announcement.
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
Prospectus gives further details of the New Ordinary Shares, the
Nil Paid Rights and the Fully Paid Rights offered pursuant to the
Rights Issue. A copy of the Prospectus is available from the
registered office of RPC and on RPC's website at www.rpc-group.com.
However, the Prospectus is not, subject to certain exceptions,
available (whether through the website or otherwise) to
Shareholders in the United States or any other Excluded
Territory.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which these materials are
released, published, distributed or forwarded should inform
themselves about and observe such restrictions. The information
contained herein is not for release, publication, distribution or
forwarding, directly or indirectly, in or into the United States or
any other Excluded Territory. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
such jurisdiction.
This announcement does not contain or constitute an offer for
sale, or the solicitation of an offer to purchase, any securities
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), or under the securities
laws or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred in the United States absent registration under the
Securities Act or pursuant to an available exemption from, or in
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 securities in the United States will be made only
to a limited number of "qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the Securities Act pursuant to an
exemption from the registration requirements of the Securities Act.
There will be no public offer of the securities in the United
States. None of the New Ordinary Shares, 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 Ordinary Shares 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 does not contain or constitute an offer to
sell, or the solicitation of an offer to purchase, any securities
to any person with a registered address in, or who is resident in,
Australia, Canada, Japan, the Republic of South Africa or in any
jurisdiction in which such an offer or solicitation is unlawful.
None of the securities referred to herein have been or will be
registered under the relevant laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Subject to certain limited exceptions, none of these
materials will be released, published, distributed or forwarded in
or into Australia, Canada, Japan or the Republic of South
Africa.
RPC will comply with its obligations to publish updated
information as required by FSMA, the Market Abuse Regulation, the
Listing Rules, the Disclosure Guidance and Transparency Rules
and/or the Prospectus Rules or otherwise by law and/or by any
regulatory authority, but assumes no further obligation to publish
additional information.
N M Rothschild & Sons Limited ("Rothschild") is authorised
and regulated in the United Kingdom by the FCA. Deutsche Bank AG,
London Branch ("Deutsche Bank"), is authorised under German Banking
Law (competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority (the "PRA"). It is
subject to supervision by the European Central Bank and BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the PRA and the FCA.
Jefferies International Limited ("Jefferies") is authorised and
regulated in the United Kingdom by the FCA. Merrill Lynch
International ("BofA Merrill Lynch") is authorised by the PRA and
regulated in the United Kingdom by the FCA and PRA. Each of
Rothschild, Deutsche Bank, Jefferies and BofA Merrill Lynch
(together, the "Banks") is acting solely for RPC in relation to the
Rights Issue and nobody else and will not be responsible to anyone
other than RPC for providing the protections afforded to their
respective clients nor for providing advice in relation to the
Rights Issue or any other matter referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon the Banks, by FSMA or the regulatory regime
established thereunder, none of the Banks accepts any
responsibility whatsoever or makes any representation or warranty,
express or implied, concerning the contents of this announcement,
including its accuracy, completeness or verification, or concerning
any other statement made or purported to be made by it, or on its
behalf, in connection with RPC, the New Ordinary 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 the Banks 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 herein) which each of them might
otherwise have in respect of this announcement or any such
statement.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or,
if in the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
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 with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
-- ends --
This information is provided by RNS
The company news service from the London Stock Exchange
END
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