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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
(MORE TO FOLLOW) Dow Jones Newswires
January 21, 2016 10:30 ET (15:30 GMT)
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