11 Apr 2014 07:02
NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT
Cambian Group plc
Stabilisation Notice
11 April 2014
J.P. Morgan Securities plc (contact: Manuel Esteve; telephone: +44 (0)20 7742 4000) hereby gives notice that it may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).
The securities:
| |
Issuer:
| Cambian Group plc |
Shares:
| Ordinary Shares of 1 pence each (ISIN: GB00BKXNB024)
|
Offering size:
| 86,363,109 Ordinary Shares |
Offer price:
| 225 pence per Ordinary Share |
Stabilisation:
| |
Stabilising Manager:
| J.P. Morgan Securities plc |
Stabilisation period expected to start on:
| 11 April 2014 at approximately 8:00am London time |
Stabilisation period expected to end no later than:
| Close of business on 9 May 2014 |
Maximum size of over-allotment facility:
| 8,636,310 Shares |
Greenshoe Option:
| |
Terms: | GI Partners have granted J.P. Morgan Securities plc, in its capacity as stabilisation manager and for the account of the Managers, the option to acquire up to an additional 8,636,310 Shares
|
Duration: | This option may be exercised in whole or in part on one or more occasions at any time from 11 April 2014 to 9 May 2014 |
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.
Important Notice
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or other excluded territories. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or other excluded territories.
The securities of the Issuer have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who are high net worth persons or investment professionals within articles 19(5) or 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied upon by other persons in the United Kingdom.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are "qualified investors" within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be made) and must not be acted on or relied on by other persons in that Member State.