TIDMCHG
RNS Number : 9107P
Chemring Group PLC
23 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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
23 February 2016
Chemring Group PLC ("Chemring" or the "Company")
Results of Rights Issue, Total Voting Rights and Notification of
Transactions of Directors, Persons Discharging Managerial
Responsibility ("PDMR") or Connected Persons
Chemring is pleased to announce that, by the latest time and
date for receipt of valid acceptances (being 11.00 a.m. on 23
February 2016), it had received valid acceptances in respect of
82,293,281 ordinary shares of 1 pence each in the capital of
Chemring (each a "New Ordinary Share"), representing approximately
95.78% of the total number of New Ordinary Shares offered to
Qualifying Shareholders pursuant to the 4 for 9 rights issue
announced by the Company on 21 January 2016 (the "Rights
Issue").
It is expected that dealings in the New Ordinary Shares, fully
paid, will commence on the London Stock Exchange's main market for
listed securities from 8.00 a.m. on 24 February 2016.
It is also expected that the New Ordinary Shares held in
uncertificated form will be credited to CREST accounts as soon as
practicable after 8.00 a.m. on 24 February 2016, and that share
certificates in respect of New Ordinary Shares held in certificated
form will be despatched to Qualifying Shareholders by no later than
8 March 2016.
In accordance with their obligations under the Underwriting
Agreement, commencing at 7.00 a.m. on 24 February 2016, Investec
Bank plc ("Investec") and JP Morgan Securities Plc ("JP Morgan
Cazenove") shall use reasonable endeavours to procure, by no later
than 5.00pm on 25 February 2016, subscribers for all (or as many as
possible) of the remaining 3,622,547 New Ordinary Shares not
validly accepted, failing which the Underwriters or their
sub-underwriters have agreed to acquire, on a several basis, any
remaining underwritten New Ordinary Shares. A further announcement
as to the number of New Ordinary Shares for which subscribers have
been procured will be made in due course.
Qualifying Shareholders who did not take up their rights in the
Rights Issue may have the New Ordinary Shares to which they are
entitled sold on their behalf. To the extent that such New Ordinary
Shares are sold at a premium to the Rights Issue offer price of 94
pence per New Ordinary Share, the relevant Qualifying Shareholders
shall be entitled to such premium, subject to brokerage and
exchange costs. Amounts of less than GBP5.00 and amounts in respect
of fractions will not be paid to such Shareholders but will instead
accrue for the benefit of Chemring.
A further announcement as to the number of New Ordinary Shares
for which subscribers have been procured will be made in due
course.
Capitalised terms not otherwise defined herein, are defined at
Part XI of the combined prospectus and circular published by the
Company on 21 January 2016.
Total Voting Rights
In accordance with the FCA's Disclosure and Transparency Rules,
the Company notifies that as at 24 February 2016 following
completion of the Rights Issue, the Company's issued share capital
will consist of 281,425,256 Ordinary Shares, which have one vote
per share, and 62,500 cumulative preference shares, with no voting
rights save in specified limited circumstances. The Company holds
2,198,814 Ordinary Shares in treasury. Therefore, as at 24 February
2016, the total number of voting rights in the Company will be
279,226,442. This figure may be used by Shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or a change in their
interest in, the Company under the Disclosure and Transparency
Rules.
Notification of transactions of directors, PDMRs or connected
persons
Further to the announcement made by the Company on 19 February
2016 relating to certain transactions undertaken by the Company's
directors, PDMRs and/or their connected persons in the Nil Paid
Rights in connection with the Rights Issue (the "Nil Paid Rights
Announcement"), in accordance with DTR 3.1.4R, the Company
announces that today such directors, PDMRs and/or their connected
persons have acquired New Shares corresponding to the number of Nil
Paid Rights that were validly taken up as set out in the Nil Paid
Rights Announcement.
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 Propsectus 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.
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.
Notice to all investors
February 23, 2016 10:03 ET (15:03 GMT)
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")
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.
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
ROIUORVRNAAUUAR
(END) Dow Jones Newswires
February 23, 2016 10:03 ET (15:03 GMT)
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