TIDMCHG
RNS Number : 2285F
Chemring Group PLC
20 April 2011
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA OR AUSTRALIA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION IS UNLAWFUL
20 April 2011
Chemring Group PLC
Placing of 17,405,183 new ordinary shares in Chemring at 645
pence per share to raise a total of GBP 112.3 million
Introduction
The Board of Chemring Group PLC ("Chemring", "the Company" or
"the Group") announces today a placing of 17,405,183 new ordinary
shares in Chemring at 645 pence per share to raise a total of
GBP112.3 million before expenses ("the Placing").
The shares being issued pursuant to the Placing represent
approximately 9.8 per cent. of the existing share capital of
Chemring. The Placing Price of 645 pence per share represents a
3.59 per cent. discount to the closing mid-market price of a
Chemring ordinary share on 19 April 2011.
Of the proceeds of the Placing, approximately GBP55.2 million
will be used to pay the total cash consideration for the
acquisition of the Detection Systems operations and certain related
assets ("Detection Systems") of General Dynamics Armament and
Technical Products, a subsidiary of General Dynamics Corporation,
which has been announced separately today ("the Acquisition"). The
remaining proceeds of approximately GBP57.1 million are being
raised to take advantage of future opportunities and to pay
transaction costs. Following completion of both the Placing and the
Acquisition, the Group's proforma net debt is expected to decrease
to around 1.5 times the Group's underlying earnings before
interest, tax, depreciation and amortisation.
The Placing has been fully underwritten by Investec Bank plc
("Investec") pursuant to the terms of an agreement entered into by
Chemring and Investec today (the "Placing Agreement"), and is
conditional on, inter alia, admission of the Placing Shares to the
Official List of the UK Listing Authority with a premium listing
and to trading on the London Stock Exchange's main market for
listed securities (together "Admission"). Applications for
Admission will be made and settlement of the Placing Shares
together with Admission is expected to occur on 27 April 2011 (the
"Closing Date"). On Admission, the Placing Shares will rank pari
passu in all respects with the existing ordinary shares of one
pence each in Chemring ("Ordinary Shares").
The Placing is not conditional on completion of the Acquisition.
In the unlikely event that the Acquisition is not completed,
Chemring intends to retain all of the proceeds of the Placing for
general corporate purposes.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Current Trading of Chemring
In its Interim Management Statement released on 28 February
2011, Chemring reported that trading for the three months to the
end of January 2011 was 38% higher than for the same period in the
previous financial year, on a constant currency basis. This was
driven by strong growth in the Group's Counter-IED and Munitions
businesses which was partially offset by a reduction in revenues
from its Pyrotechnics activities. Since that update, the Company
continues to trade in line with management's expectations.
Enquiries for non-US investors:
Chief Executive, Chemring
Group PLC
Dr David Price Finance Director, Chemring
Paul Rayner Group PLC 01489 881880
---------------- ----------------------------- ----------------
Keith Anderson
Christopher
Baird Investec Bank plc 020 7597 5970
---------------- ----------------------------- ----------------
Rupert Pittman Cardew Group 020 7930 0777
/ 07976 249289
---------------- ----------------------------- ----------------
Enquiries for US QIBs and Major US Institutional Investors:
Olivia Lee Investec Securities (US) LLC +1 212 259 5606
------------ ------------------------------ ----------------
This Announcement is not for release, publication or public
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, Japan or South Africa or
any jurisdiction in which such offer or solicitation would be
unlawful. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended ("Securities Act") and may not be offered, sold or
transferred, directly or indirectly, within the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
the securities laws of any state or other jurisdiction of the
United States. Any offering to be made in the United States will be
made to a limited number of "qualified institutional buyers" within
the meaning of Rule 144A under the Securities Act ("QIBs") who are
also "major US institutional investors" as such term is defined in
Rule 15a-6 under the United States Securities Exchange Act of 1934,
as amended ("Exchange Act") ("Major US Institutional Investor")
pursuant to an exemption from registration under the Securities Act
in a transaction not involving any public offering. The Placing
Shares are being offered and sold outside the United States in
accordance with Regulation S under the Securities Act. No public
offering of the shares referred to in this Announcement is being
made in the United States, United Kingdom or elsewhere.
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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
Investec or by any of its affiliates or agents 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
therefore is expressly disclaimed.
Investec, which is authorised and regulated by the Financial
Services Authority, is acting for the Company in connection with
the Placing and no one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Investec Bank plc nor for providing advice in relation
to the Placing or any other matter referred to in this
Announcement. All offers and sales of shares in the United States
shall be made through an affiliate of Investec which is a
registered broker dealer in the United States.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Investec that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Investec to
inform themselves about, and to observe, any such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this announcement. No statement in this
announcement is or is intended to be a profit forecast or to imply
that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED OR (C) IN THE UNITED STATES
TO PERSONS WHO, ARE QIBS AND ALSO MAJOR US INSTITUTIONAL INVESTORS
(ALL SUCH PERSONS IN (A), (B) OR (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE
THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS TO OBTAIN
LEGAL, TAX, BUSINESS AND RELATED ADVICE IN RESPECT OF AN INVESTMENT
IN PLACING SHARES.
Persons who have chosen to participate in the Placing, by making
an oral or written offer to subscribe for Placing Shares will be
deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
In particular each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Investec has been given
to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the
European Economic Area other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Directive as having been made to such persons; and
3. (a) (i) it is not in the United States and (ii) it is not,
and is not acting for the account or benefit of a person in the
United States; (b) it is a dealer or other professional fiduciary
in the United States acting on a discretionary basis for a non-US
person (other than an estate or trust) in reliance on Regulation S;
(c) it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act; OR (d) it is a QIB and a Major US Institutional
Investor and it has duly executed an investor letter in a form
provided to it and delivered the same to Investec or its affiliates
and all offers and sales made to it pursuant to this clause are
made through a US registered broker dealer.
The Company and Investec and its affiliates will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful. This Announcement and the information contained
herein is not for publication or distribution, directly or
indirectly, to persons in the United States, Australia, Canada,
Japan or South Africa or in any other jurisdiction in which such
publication or distribution is unlawful. No public offer of
securities of the Company is being made in the United Kingdom,
United States or elsewhere.
In particular the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any securities regulatory authority of any state
or other jurisdiction of the United States and may not be offered,
sold or transferred within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States. The
Placing Shares are being offered and sold outside the United States
in accordance with Regulation S. Any offering to be made in the
United States will be made to a limited number of QIBs who are also
Major US Institutional Investors pursuant to an exemption from, or
in a transaction not subject to, registration under the Securities
Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or South Africa or any other jurisdiction outside the United
Kingdom.
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.
Details of the Placing Agreement and the Placing Shares
Investec has entered into the Placing Agreement with the Company
under which Investec has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. If Investec is unable to procure subscribers for all
of the Placing Shares, it has itself agreed to subscribe for the
unsubscribed Placing Shares at the Placing Price on the Closing
Date.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
Applications for listing and admission to trading
Applications will be made to the FSA for admission of the
Placing Shares to the Official List of the FSA with a premium
listing and to the London Stock Exchange for admission to trading
of the Placing Shares on its main market for listed securities. It
is expected that Admission will become effective at 8.00 a.m. on 27
April 2011 and that dealings in the Placing Shares will commence at
that time.
Participation in, and principal terms of, the Placing
1. Investec (itself or through any of its affiliates) is
arranging the Placing as sole bookrunner and agent of the
Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Investec or one of its affiliates. Investec and its affiliates may
participate in the Placing as principal.
3. This appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
4. The placing price will be a fixed price of GBP6.45 per
Placing Share (the "Placing Price"). No commissions will be paid to
Placees or by the Placees in respect of any Placing Shares.
5. Each Placee's allocation will be confirmed to Placees orally
by Investec or one of its affiliates, and a trade confirmation will
be dispatched as soon as possible thereafter. Investec's oral
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Investec and the Company under which it
agrees to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's Articles of
Association. Except with Investec's consent, such commitment will
not be capable of variation or revocation after the time at which
it is submitted.
6. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Investec, to pay it (or
as it may direct) or one of its affiliates in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe.
7. Except as required by law or regulation, no press release or
other announcement will be made by Investec or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
9. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
10. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law or applicable
regulation, neither Investec nor any of its affiliates shall have
any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Investec
nor any of its affiliates shall have any liability (including to
the extent permissible by law, any fiduciary duties) in respect of
Investec's conduct of the Placing or of such alternative method of
effecting the Placing as Investec and the Company may agree.
Conditions of the Placing
Investec's obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
(a) none of the warranties contained in the Placing Agreement
being untrue, inaccurate or misleading in any material respect as
at the date of the Placing Agreement or becoming untrue or
inaccurate or misleading in any material respect at any time
between the date of the Placing Agreement and Admission by
reference to the facts and circumstances from time to time
subsisting;
(b) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(c) Admission taking place not later than 8.00 a.m. on 27 April
2011, or such later date as the Company and Investec may otherwise
agree but not being later than 8.00 a.m. on 16 May 2011.
The Placing Agreement, and therefore the Placing, are not
conditional on the proposed acquisition of Gold. The Company has
executed a binding sale and purchase agreement in respect of the
proposed Acquisition as described in the separate announcement
published by the Company today ("Acquisition Announcement").
However, no assurance can be given that the proposed Acquisition
will be completed or completed on the terms described the
Acquisition Announcement.
If (i) any of the conditions contained in the Placing Agreement
is not fulfilled or waived by Investec by the respective time or
date where specified (or such later time or date as the Company and
Investec may agree), (ii) any such condition becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing in relation to the
Placing Shares will lapse and the Placee's rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Investec may, at its discretion and upon such terms as it thinks
fit, waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that the above condition relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither Investec nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and /or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Investec.
Right to terminate under the Placing Agreement
Investec is entitled, at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company in certain
circumstances, including a material breach of the warranties given
to Investec in the Placing Agreement, the failure of the Company to
comply in all material respects with obligations under the Placing
Agreement, a material adverse change (or prospective change) in the
Company's condition or prospects or the occurrence of a force
majeure event which, in the opinion of Investec, makes it
impractical or inadvisable to proceed with the Placing.
By participating in the Placing, Placees agree that the exercise
by Investec of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Investec and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FSA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in the Announcement (including this Appendix), the
Acquisition Announcement and the Exchange Information (as defined
further below). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement and the
Acquisition Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the
Company or Investec or any other person and neither Investec nor
the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B45C9X44) following Admission will take place within the CREST
system, subject to certain exceptions. Investec reserves the right
to require settlement for, and delivery of, the Placing Shares to
Placees by such other means that it deems necessary if delivery or
settlement is not possible or practicable within the system
administered by Euroclear UK & Ireland Limited ("CREST") within
the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Investec, stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to Investec and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place
with Investec.
It is expected that settlement will be on 27 April 2011 on a T+3
basis in accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Investec.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Investec may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Investec's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By its commitment to
subscribe for Placing Shares, each Placee confers on Investec all
such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which Investec
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve
tax.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf):
1 represents and warrants that it has read this Announcement,
including the Appendix, in its entirety and that its acquisition of
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2 acknowledges that no offering document or prospectus has been
prepared in connection with the Placing and represents and warrants
that it has not received and will not receive a prospectus or other
offering document in connection therewith;
3 acknowledges that the Ordinary Shares are listed on the
Official List of the FSA with a premium listing, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FSA
(collectively "Exchange Information"), which includes a description
of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty,
and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without
undue difficulty;
4 acknowledges that neither Investec nor the Company nor any of
their affiliates nor any person acting on behalf of any of them has
provided, and will not provide it, with any material regarding the
Placing Shares or the Company other than this Announcement and the
Acquisition Announcement; nor has it requested any of Investec, the
Company, any of their affiliates or any person acting on behalf of
any of them to provide it with any such information;
5 acknowledges that the content of this Announcement and the
Acquisition Announcement is exclusively the responsibility of the
Company and that neither Investec, its affiliates nor any person
acting on its or their behalf has or shall have any liability for
any information, representation or statement contained in this
Announcement and the Acquisition Announcement or any information
previously or concurrently published by or on behalf of the Company
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement and the Acquisition Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and the Acquisition
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by any of Investec or the Company and
neither Investec nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
6 represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7 acknowledges that neither Investec nor any person acting on
behalf of it nor any of its affiliates has or shall have any
liability for any publicly available or filed information or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
8 acknowledges that any sales in the United States will be to
QIBs who are also Major Institutional Investors in reliance on an
exemption from, or in a transaction not subject to, registration
under the Securities Act and that any sales outside the Unitied
States are being made in an "offshore transaction" (as defined in
Regulation S under the Securities Act) in accordance with
Regulation S under the Securities Act;
9 if the Placing Shares were offered to it in the United States,
represents and warrants that in making its investment decision, (i)
it has consulted its own independent advisers or otherwise has
satisfied itself concerning, without limitation, the effects of
United States federal, State and local income tax laws and foreign
tax laws generally and the US Employee Retirement Income Security
Act of 1974, the US Investment Company Act of 1940 and the
Securities Act, (ii) it has received all information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares that it believes is necessary or
appropriate in order to make an investment decision in respect of
the Company and the Placing Shares, (iii) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and no US federal or state or non-US
agency has made any finding or determination as to the fairness for
investment or any recommendation or endorsement of the Placing
Shares, and (iv) it is able to bear the economic risk of an
investment in the Placing Shares, is able to sustain a complete
loss of the investment in the Placing Shares and has no need for
liquidity with respect to its investment in the Placing Shares;
10 represents and warrants that (a) (i) it is not in the United
States and (ii) it is not acting for the account or benefit of a
person in the United States; (b) it is a dealer or other
professional fiduciary in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S; (c) it is otherwise acquiring
the Placing Shares in an "offshore transaction" meeting the
requirements of Regulation S under the Securities Act; or (d) it is
a QIB and also a Major US Institutional Investor and it has duly
executed an investor letter in a form provided to it and delivered
the same to Investec or its affiliates;
11 acknowledges that it is acquiring the Placing Shares for its
own account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which (if in the
United States) is a QIB and also a Major US Institutional Investor,
for investment purposes and not with a view to any distribution or
for resale in connection with, the distribution thereof in whole or
in part, in the United States and that it has full power to make
the acknowledgements, representations and agreements herein on
behalf of each such account;
12 acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
13 acknowledges that the Placing Shares offered and sold in the
United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act and, so long as the Placing
Shares are "restricted securities", it will not deposit the Placing
Shares into any unrestricted depositary receipt facility maintained
by any depositary bank in respect of the Company's Ordinary Shares
and understands that the Placing Shares will not settle or trade
through the facilities of the Depository Trust Corporation, the
NYSE, NASDAQ or any other US exchange or clearing system;
14 represents and warrants that it will not reoffer, sell,
pledge or otherwise transfer the Placing Shares except (i) to the
Company; (ii) in an offshore transaction in accordance with
Regulation S under the Securities Act; (iii) in the United States
to QIBs pursuant to Rule 144A under the Securities Act; (iv)
pursuant to Rule 144 under the Securities Act (if available) or (v)
pursuant to an effective registration statement under the
Securities Act and that, in each such case, such offer, sale,
pledge, or transfer will be made in accordance with any applicable
securities laws of any state of the United States;
15 represents and warrants that it is not a "benefit plan
investor" (within the meaning of the US Employee Retirement Income
Security Act of 1974, as amended ("ERISA")), or other employee
benefit plan subject to any US federal, state, local or other law
or regulation that is substantially similar to the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of
the US Internal Revenue Code of 1986, as amended, and that it will
not sell or otherwise transfer any Placing Shares or any interest
therein unless the transferee makes or is deemed to make the
representations and warranties set forth in this section (12), and
the purchaser acknowledges and agrees that any purported transfer
of Placing Shares or any interest therein that does not comply with
this section (12) will not be effective and will not be recognised
by the Company;
16 acknowledges and agrees that the Placing Shares will, to the
extent they are delivered in certificated form, bear a legend to
the following effect unless agreed otherwise with the Company:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (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, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS
ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.";
17 unless otherwise specifically agreed in writing with
Investec, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of
Australia, Canada, Japan or South Africa;
18 acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those
jurisdictions;
19 represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
20 represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2003 (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
21 if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Investec has been given
to the offer or resale;
22 represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000
("FSMA");
23 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
24 represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
25 represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
26 if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Investec in writing, represents
and warrants that it is a Qualified Investor within the meaning of
the Prospectus Directive;
27 if in the UK, represents and warrants that it is a person (i)
who has professional experience in matters relating to investments
falling with Article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii)
falling within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
28 represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing and to perform
its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or
referred to in this Announcement) and will honour such
obligations;
29 undertakes that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance
with this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
subscribers or sold as Investec may in its sole discretion
determine and without liability to such Placee;
30 acknowledges that none of Investec, nor any of its
affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placees and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Investec and that Investec has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
31 undertakes that the person whom it specifies for registration
as holder of the Placing Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither Investec nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the
Company and Investec in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account of
Investec who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
32 acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Investec in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
33 agrees that the Company, Investec and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Investec on its own behalf and on
behalf of the Company and are irrevocable;
34 agrees to indemnify on an after tax basis and hold the
Company, Investec and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
35 acknowledges that no action has been or will be taken by any
of the Company, Investec or any person acting on behalf of the
Company or Investec that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
36 acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and
are able to sustain a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
37 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Investec for
itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Investec will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Investec in
the event that any of the Company and/or Investec has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Investec accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Investec does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Investec or any of its affiliates may,
at its absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Investec, any money held in an account with Investec
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FSA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business and the Placee will rank only as
a general creditor of Investec.
All times and dates in this Announcement may be subject to
amendment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEGGUMUCUPGPGB
Chemring (LSE:CHG)
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부터 6월(6) 2024 으로 7월(7) 2024
Chemring (LSE:CHG)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024