TIDMCAR
RNS Number : 6122M
Carclo plc
14 October 2016
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
CARCLO PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
14 October 2016
Carclo PLC
("Carclo", the "Company" or the "Group")
Result of Placing
Further to the announcement made earlier today, Carclo announces
that, subject to Admission, it has allotted 6,631,026 ordinary
shares at a price of 120 pence per share, raising gross proceeds of
approximately GBP8.0 million.
It is expected that Admission will become effective and that
dealings in the Placing Shares will commence on or around 19
October 2016. The trade date for the Placing will be 14 October
2016 and settlement is expected to occur on the third business day
after such date, being 19 October 2016.
Following Admission of the Placing Shares, the Company's total
issued share capital will be 73,007,668 ordinary shares each
carrying one vote. The Company does not hold any shares in
treasury. Therefore, following Admission, the total number of
voting rights in the Company will be 73,007,668. This figure may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Peel Hunt LLP is acting as sole broker and bookrunner in
connection with the Placing.
Unless otherwise defined, the terms used in this announcement
have the meaning as set out in the Company's announcement issued
earlier today.
For further information please contact:
Carclo plc 0192 426 8040
Chris Malley, Chief Executive
Robert Brooksbank, Finance
Director
Peel Hunt LLP (sole broker
and bookrunner) 0207 418 8900
Jock Maxwell Macdonald
Justin Jones
Matthew Brooke-Hitching
Weber Shandwick Financial
(Financial PR) 0207 067 0700
Nick Oborne
IMPORTANT NOTICE
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Japan, the Republic of South Africa or the Republic of
Ireland, or any other jurisdiction where to do so might constitute
a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions"). The Placing Shares
have not been and will not be registered under the United States
Securities Act 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold or delivered, directly
or indirectly, in or into the United States absent registration
except pursuant to an exemption from or in a transaction not
subject to the registration requirements of the Securities Act. No
public offering of the Placing Shares is being made in the United
States. The Placing Shares are being offered and sold outside the
United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the Securities Act. Persons
receiving this announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing. This
announcement does not constitute or form part of an offer to sell
or issue or a solicitation of an offer to buy, subscribe for or
otherwise acquire any securities in any jurisdiction including,
without limitation, the Restricted Jurisdictions or any other
jurisdiction in which such offer or solicitation would be unlawful.
This announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Peel Hunt or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any restrictions contained in this announcement.
This announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended, (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended ("FSMA") or (C) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act on or rely on this announcement and persons
distributing this announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this announcement, you
represent and agree that you are a Relevant Person.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
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.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this announcement of the price at which Carclo
shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. Persons needing advice should
consult an independent financial adviser. No statement in this
announcement is intended to be a profit forecast and no statement
in this announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Peel Hunt or for providing advice in
relation to the Placing, or any other matters referred to in this
announcement.
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 Peel Hunt or by its affiliates or their
respective agents, directors, officers and employees 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.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's main market for listed securities.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
October 14, 2016 10:01 ET (14:01 GMT)