SIG Regulatory News (SHI)

8 Apr 2009 17:27



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA. 

This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan or South Africa.

SIG plc

8 April 2009 

Result of Placing and Open Offer and Firm Placing

On 18 March 2009, the Board of Directors of SIG plc ("SIG" or the "Company") announced details of a proposed Placing and Open Offer and Firm Placing to raise approximately £325 million (net of expenses) through the issue of 455,047,973 New Ordinary Shares at an Issue Price of 75 pence per New Ordinary Share, with 213,345,345 New Ordinary Shares to be issued through the Placing and Open Offer and 241,702,628 New Ordinary Shares to be issued through the Firm Placing. 

The Open Offer closed for acceptance at 11a.m. on 8 April 2009. SIG is pleased to announce that it has received valid acceptances under the Open Offer in respect of 191,045,736 Open Offer Shares from Qualifying Shareholders. This represents approximately 89.55 per cent. of the Open Offer Shares offered pursuant to the Open Offer.

Accordingly, the remaining 22,299,609 Open Offer Shares, representing approximately 10.45 per cent. of the Open Offer Shares issued through the Placing and Open Offer, have been allocated to the investors with whom they had been conditionally placed. 

The Placing and Open Offer and Firm Placing is conditional upon, amongst other things, the approval of Shareholders at the Extraordinary General Meeting (scheduled for 9 April 2009) and upon Admission. The 455,047,973 New Ordinary Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on Tuesday, 14 April, 2009. Thereafter SIG will have a total of 590,813,193 shares issued and outstanding. 

Set out below is an expected timetable of principal events in relation to the Placing and Open Offer and Firm Placing. 

General notes:

1. Reference to times in this announcement are to London time unless otherwise stated.

2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by SIG, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders. In particular, in the event that withdrawal rights arise under Section 87Q of FSMA prior to Admission, SIG, J.P. Morgan Cazenove, J.P. Morgan Securities and Panmure Gordon may agree to defer Admission until such time as such withdrawal rights no longer apply.

3. Different deadlines and procedures for return of forms may apply in certain cases.

This announcement should be read in conjunction with the full text of the combined circular and prospectus published by SIG and circulated to Shareholders on 18 March 2009 (the "Prospectus"). A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of the Prospectus are available for inspection during normal business hours on Monday to Friday of each week (public holidays excepted) at Company at Signet House, 17 Europa View, Sheffield Business Park, Sheffield S9 1XH. In addition the Prospectus is available for inspection at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH up to and including the date of Admission and has also been published at www.sigplc.co.uk.

Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus. 

For further information, please contact: 

This announcement has been issued by, and is the sole responsibility of, SIG plc (the "Company"). No representation or warranty, express or implied, is made or given by, or on behalf of, the Company, J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove"), J.P. Morgan Securities Ltd. ("J.P. Morgan Securities") , Lazard & Co., Ltd ("Lazard") or Panmure Gordon (UK) Limited ("Panmure Gordon") or any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

J.P. Morgan Cazenove, J.P. Morgan Securities, Lazard and Panmure Gordon, each of which is authorised and regulated in the UK by the FSA, are acting exclusively for SIG and no one else in connection with the Placing and Open Offer and Firm Placing and will not regard any other person (whether or not a recipient of this announcement) as their respective client in relation to the Placing and Open Offer and Firm Placing and will not be responsible to anyone other than SIG for providing the protections afforded to their respective clients or for providing advice in connection with the Placing and Open Offer and Firm Placing or any other matter referred to in this announcement.

IMPORTANT NOTICE: 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer and Firm Placing or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa.

This announcement is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan or South Africa. This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, Japan or South Africa.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Neither the content of SIG's website (or any other website) nor the content of any website accessible from hyperlinks on SIG's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.