14 Feb 2014 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOVER. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
14 February 2014
McKay Securities PLC(the "Company")
Results of Firm Placing and Placing and Open Offer
On 29 January 2014, the Board of the Company announced a proposed Firm Placing and Placing and Open Offer of 45,879,174 New Ordinary Shares at an Offer Price of 189 pence per New Ordinary Share to raise gross proceeds of £86.7 million. Placees agreed to subscribe for 14,131,241 Firm Placed Shares and 31,747,933 Placing Shares. The Placing Shares were subject to clawback to satisfy valid acceptances by Qualifying Shareholders under the Open Offer.
The Company today announces that, as at 11.00 a.m. on 13 February 2014, being the latest date for receipt of valid acceptances under the Open Offer, it had received valid acceptances in respect of 6,404,245 New Ordinary Shares. Accordingly, 25,343,688 New Ordinary Shares will be issued pursuant to the Placing. The acquisition of the Firm Placed Shares was not subject to clawback, and the Company confirms that 14,131,241 New Ordinary Shares will be issued pursuant to the Firm Placing. In accordance with the terms and conditions of the Capital Raising, all applications made pursuant to the Open Offer have been met in full and a scaling back exercise has been undertaken with respect to applications received pursuant to the Placing.
The Capital Raising is conditional on, among other things, the passing of the Resolutions at the General Meeting to be held at 10.00am today.
Application has been made for the New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 February 2014.
Following Admission, the number of ordinary shares that the Company has in issue will be 91,758,348. The total number of voting rights of the Company will be 91,758,348 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.
Unless otherwise defined, the terms used in this Announcement shall have the same meaning as set out in the prospectus published by the Company on 29 January 2014 (the "Prospectus").
For further information please contact:
McKay Securities PLC: | |
Simon Perkins | 01189 502 333 |
Giles Salmon | 01189 502 333 |
Oriel Securities: | |
Mark Young | 0207 710 7600 |
Roger Clarke | 0207 710 7600 |
Broker Profile: | |
Simon Courtenay | 0207 448 3244 |
Tamsin Shephard |
IMPORTANT NOTICES
This announcement is an advertisement and does not constitute a prospectus. Nothing in this announcement should be interpreted as a term or condition of or form a part of, and should not be construed as, any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.
This announcement, and the Prospectus and any materials distributed in connection with this announcement or the Prospectus are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any Excluded Territory or any other locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.
This announcement is not an offer of securities for sale, or a solicitation of an offer to buy securities, in the United States or in any other jurisdiction where such offer or solicitation would not be permitted. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. The securities described in this announcement, when and if offered, will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Excluded Territory and the New Ordinary Shares may not be offered, sold, pledged, or otherwise transferred directly or indirectly, within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not a prospectus or other offering document. There will be no public offering of securities in the United States.
Oriel Securities Limited ("Oriel"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company only and no-one else in connection with the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Capital Raising.
Apart from any responsibilities and liabilities, if any, which may be imposed on Oriel by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Oriel accepts no responsibility whatsoever and makes no representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Company's shares or the Capital Raising. Oriel accordingly disclaims all and any liability, responsibility whatsoever, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.
Unless otherwise stated, references to time contained in this announcement are to UK time.