27 Mar 2015 07:11
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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.
RESULT OF PLACING OF ORDINARY SHARES IN ABCAM PLC
Further to the announcement made on 26 March 2015, Dr. Jonathan Milner, a Director of Abcam PLC ("Abcam" or the "Company") and certain Trusts, of which Dr Jonathan Milner is a trustee, announce that they have sold in aggregate 4,630,000 ordinary shares of 0.2 pence each in the Company (the "Placing Shares") at a price of 465 pence per Placing Share (the "Placing") raising in aggregate gross proceeds of approximately £21.5 million.
The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on a T+2 basis on 31 March 2015, subject to the satisfaction or waiver of certain customary conditions.
Following this transaction, Dr Milner's total interest in the Company has decreased by 4,630,000 ordinary shares and is now 23,303,266 ordinary shares of 0.2p each, representing approximately 11.6% of the Company's issued share capital.
J.P. Morgan Securities plc (which conducts its investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Peel Hunt LLP ("Peel Hunt") are acting as Joint Bookrunners in connection with the Placing.
Enquiries:
J.P.Morgan Cazenove + 44 (0) 20 7742 4000
James Mitford / Charles Pretzlik
Peel Hunt + 44 (0) 20 7418 8900
Clare Terlouw / Al Rae
IMPORTANT NOTICE
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC, AS AMENDED, INLCUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); and (2) PERSONS IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES MAY OTHERWISE BE LAWFULLY COMMUNICATED OR MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Sellers, J.P. Morgan Cazenove or Peel Hunt or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, J.P. Morgan Cazenove or Peel Hunt or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers, J.P. Morgan Cazenove or Peel Hunt to inform themselves about and to observe any applicable restrictions.
J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of J.P. Morgan Securities plc, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Peel Hunt LLP, nor for providing advice in relation to the Placing or any matters referred to in this announcement.