TIDMCHG

RNS Number : 6348M

Chemring Group PLC

21 January 2016

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW 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 SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE FROM THE REGISTERED OFFICE OF CHEMRING GROUP PLC AND ON ITS WEBSITE AT WWW.CHEMRING.CO.UK.

21 January 2016

Chemring Group PLC ("Chemring" or the "Company")

Publication of prospectus

Further to the announcement earlier today by Chemring regarding the proposed fully underwritten Rights Issue to raise gross proceeds of approximately GBP80.8 million, the Company announces that the Prospectus relating to the Rights Issue has been approved by the UK Listing Authority.

The Prospectus will be made available on Chemring's website, www.chemring.co.uk and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of the Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at Roke Manor, Old Salisbury Lane, Romsey, Hampshire, SO51 0ZN from the date of the Prospectus up to and including the date of Admission.

The Prospectus, which contains a notice of a General Meeting to be held at 9.30 a.m. on 8 February 2016, will be posted to Qualifying Shareholders as soon as practicable today.

Defined terms herein shall have the meanings given to them in the Prospectus.

Enquiries:

 
 Chemring Group PLC 
                                                    +44 (0)1794 
 Michael Flowers     Group Chief Executive              833 901 
 Steve Bowers        Group Finance Director 
 Rupert Pittman      Group Director of Corporate 
                      Affairs 
 
 MHP Communications 
                                                      +44 (0)20 
 Andrew Jaques                                        3128 8100 
 John Olsen 
 James White 
 
 Rothschild (Financial Adviser) 
                                                      +44 (0)20 
 John Deans                                           7820 5000 
 Richard Sedlacek 
 
 Investec Bank PLC (Joint Sponsor, Joint Global 
  Co-ordinator and Joint Bookrunner) 
                                                      +44 (0)20 
 Keith Anderson                                       7597 4000 
 Christopher 
  Baird 
 
 J.P. Morgan Cazenove (Joint Sponsor, Joint Global 
  Co-ordinator and Joint Bookrunner) 
                                                      +44 (0)20 
 Robert Constant                                      7742 4000 
 Laurene Danon 
 Steve Smith 
 

Barclays (Co-Bookrunner)

 
                  +44 (0)20 
 Barry Myers      7773 2500 
 

Ben West

IMPORTANT NOTICE:

This announcement has been issued by and is the sole responsibility of Chemring. The information 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 is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

A copy of the Prospectus will, be available from the registered office of Chemring and on Chemring's website at www.chemring.co.uk. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States or the Commonwealth of Australia, its territories and possessions, Canada, Japan and the Republic of South Africa (each an "Excluded Territory"). Neither the content of Chemring's website nor any website accessible by hyperlinks on Chemring's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, an Excluded Territory 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 any Excluded Territory. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into an Excluded Territory.

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 securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. 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 Rihts, the PAL or 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 PAL, 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 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 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, 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 Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States.

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 (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

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January 21, 2016 10:30 ET (15:30 GMT)

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