Babcock Regulatory News (BAB)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.

BABCOCK INTERNATIONAL GROUP PLC ("BABCOCK" or the "COMPANY")

7 May 2014

Result of Rights Issue

Babcock is pleased to announce that the 5 for 13 Rights Issue of 139,259,204 New Ordinary Shares at 790 pence per New Ordinary Share announced on 27 March 2014 closed for acceptances at 11:00 a.m. (London time) on 6 May 2014. The Company received valid acceptances in respect of 134,552,109 New Ordinary Shares, representing approximately 96.62 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue.

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 7 May 2014 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be dispatched to Shareholders by no later than 20 May 2014. 

It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 7 May 2014. 

In accordance with their obligations as Joint Bookrunners in respect of the Rights Issue pursuant to the Underwriting Agreement, J.P. Morgan Securities plc, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc will endeavour to procure subscribers for the remaining 4,701,180 New Ordinary Shares not validly taken up in the Rights Issue and the 5,915 New Ordinary Shares representing fractional entitlements in respect of the Rights Issue, failing which J.P. Morgan Securities plc, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc have agreed to acquire, on a several basis, any remaining New Ordinary Shares. 

The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 790 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company. 

A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.

Completion of the Acquisition of Avincis Group is expected to take place on 16 May.

-ends-

For further information please contact:

IMPORTANT NOTICE 

The defined terms set out in Part XVI of the prospectus published by Babcock on 27 March 2014 (the "Prospectus") apply in this announcement. This announcement has been issued by and is the sole responsibility of the Company.

This announcement is not a prospectus but an advertisement and investors should not subscribe for, purchase, sell or dispose of any Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or the Provisional Allotment Letters, except on the basis of the information contained in the Prospectus. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue and this announcement cannot be relied upon for any investment contract or decision.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any of the Excluded Territories and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (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, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an 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.

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.

This announcement does not constitute a recommendation concerning 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.

J.P. Morgan Securities plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc (together, the "Underwriters"), which are authorised in the UK by the Prudential Regulatory Authority and regulated in the UK by the Prudential Regulatory Authority and the Financial Conduct Authority, are acting exclusively for Babcock and no one else in connection with the Rights Issue and the Acquisition and will not regard any other person as their respective clients in relation to the Rights Issue and/or the Acquisition and will not be responsible to any person other than Babcock for providing the protections afforded to clients of the Underwriters, nor for providing advice in relation to the Acquisition or any other matters referred to herein.

 Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters under FSMA or the regulatory regime established thereunder, none of the Underwriters accepts any responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Babcock, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Acquisition or the Rights Issue. Subject to applicable law, each of the Underwriters accordingly disclaims all and any 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.

The Underwriters may, in accordance with applicable laws and regulations, engage in transactions in relation to the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable laws or regulations, the Underwriters do not propose to make any public disclosure in relation to such transactions.