TIDMCHG
RNS Number : 3888O
Chemring Group PLC
08 February 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 ARE AVAILABLE FROM THE REGISTERED OFFICE OF CHEMRING
GROUP PLC AND ON ITS WEBSITE AT WWW.CHEMRING.CO.UK.
8 February 2016
Chemring Group PLC ("Chemring" or the "Company")
Results of General Meeting
The Board of Chemring is pleased to announce that at today's
General Meeting all resolutions regarding the proposed Rights
Issue, as set out in the notice of general meeting contained in the
Prospectus, were passed. The results of the vote are as
follows:
Resolution Votes Votes Votes Total Result
for(1 against withheld(3) votes
2) cast
-------------- ------------ ---------- ------------- ------------ --------
Resolution
1 157,600,693 3,196,050 332,830 160,796,743 Passed
98.01% 1.99%
Resolution
2 153,014,119 6,367,009 1,748,445 159,381,128 Passed
96.01% 3.99%
Notes:
(1) Votes in favour include proxy votes where the Chairman of
the General Meeting was given discretion regarding how to vote.
(2) Percentages are rounded to two decimal places.
(3) A 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' the
Resolution.
The Record Date for entitlements under the Rights Issue was the
close of business on 5 February 2016, Qualifying non-CREST
Shareholders (subject to certain exceptions) will be sent
Provisional Allotment Letters today, and Qualifying CREST
Shareholders (subject to certain exceptions) will receive a credit
to their appropriate stock accounts in CREST in respect of the Nil
Paid Rights to which they are entitled as soon as practicable after
8.00 a.m. on 9 February 2016.
Applications have been made to the UK Listing Authority for
85,915,828 New Shares to be admitted to the premium listing segment
of the Official List and to the London Stock Exchange for
85,915,828 New Shares to be admitted to trading on the main market
for listed securities of the London Stock Exchange. It is expected
that Admission will become effective and dealings (for normal
settlement) in the New Shares will commence, nil paid, at 8.00 a.m.
on 9 February 2016.
The latest time and date for acceptance, payment in full and
registration of renunciation of Provisional Allotment Letters is
11.00 a.m. on 23 February 2016.
The Rights Issue has been fully underwritten by Investec Bank
plc, JPMorgan Cazenove and Barclays.
Copies of the resolutions have been submitted to the National
Storage Mechanism in accordance with rule 9.6.2R and 9.6.3R of the
UK Listing Rules and will be available for inspection at
www.morningstar.co.uk/uk/NSM
Capitalised terms not defined herein, are defined in Part XI of
the combined prospectus and circular published by the Company on 21
January 2016.
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
Carlton Nelson
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 Meyers 7773 2500
Ben West
IMPORTANT NOTICE:
This announcement has been issued by and is the sole
responsibility of Chemring. 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. 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
A copy of the Prospectus is 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.
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.
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 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 his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
J.P. Morgan Securities plc (which conducts its UK investment
banking services as "J.P. Morgan Cazenove") is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority. Investec
Bank plc ("Investec") is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority. Barclays Bank PLC ("Barclays") is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority. N M Rothschild & Sons Limited ("Rothschild") is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority. J.P. Morgan Cazenove, Investec, Barclays and Rothschild
are acting for Chemring and are acting for no one else in
connection with the Rights Issue and will not regard any other
person as a client in relation to the Rights Issue and will not be
responsible to anyone other than Chemring for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to herein.
February 08, 2016 06:52 ET (11:52 GMT)
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove and Investec in their
capacities as Joint Sponsors by the FSMA, none of J.P. Morgan
Cazenove, Investec, Barclays or Rothschild accept any
responsibility or liability whatsoever and make no representation
or warranty, express or implied, for the contents of this
announcement, including its accuracy, fairness, sufficiency,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
Chemring or the Nil Paid Rights, Fully Paid Rights, Provisional
Allotment Letters, New 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 J.P. Morgan Cazenove, Investec, Barclays and Rothschild
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 above) which it might
otherwise have in respect of this announcement or any such
statement. Each of J.P. Morgan Cazenove, Investec, Barclays and
Rothschild and/or their affiliates provides various investment
banking, commercial banking and financial advisory services from
time to time to Chemring.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
Chemring or J.P. Morgan Cazenove, Investec, Barclays or Rothschild.
Subject to the Listing Rules, the Prospectus Rules and the
Disclosure and Transparency Rules of the Financial Conduct
Authority, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of Chemring since the date of this announcement or
that the information in it is correct as at any subsequent
date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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February 08, 2016 06:52 ET (11:52 GMT)
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