CNCT.L Regulatory News (CNCT)

12 November, 2014

Connect Group PLC

Publication of combined prospectus and circular

RNS Number: 7783W

Connect Group PLC

12 November 2014

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THE ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT INFORMATION SECTION BELOW.

Connect Group PLC

("'Connect Group'" or "the Group")

PUBLICATION OF COMBINED PROSPECTUS AND CIRCULAR

Further to the announcement by Connect Group PLC earlier today, and as required by Listing Rules 9.6.1R and 9.6.3R and Prospectus Rule 3.2.1R, a copy of the combined prospectus and circular dated 12 November 2014 (the "Prospectus") relating to the proposed acquisition of Tuffnells Parcels Express (the "Acquisition") and the proposed 2 for 7 rights issue of 54,136,442 new ordinary shares of five pence each in the Company at an issue price of 102 pence was approved today by the UK Listing Authority and has been published on the Group's website at www.connectgroupplc.com. A notice convening a General Meeting in relation to the Acquisition, to be held at 10:00 a.m. on Monday 1 December 2014, will be posted to Shareholders today.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will be available for inspection shortly at www.morningstar.co.uk/uk/NSM.

Copies of the Prospectus will also be available at the Company's registered office at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, SN2 8UH.

Enquiries:

www.buchanan.uk.com

J.P. Morgan Cazenove

(Joint Financial Adviser, Joint Sponsor, Joint Corporate Broker and Joint Bookrunner)

+44 (0) 20 7588 2828

Richard Walsh

Guy Bomford

Laurene Danon

Liberum Capital Limited

(Joint Financial Adviser, Joint Sponsor, Joint Corporate Broker and Joint Bookrunner)

+44 (0) 20 3100 2228

Chris Bowman

Richard Bootle

Steven Tredget

Lazard & Co., Ltd

(Independent Financial Adviser in connection with the Rights Issue)

+44 (0) 20 7187 2000

Nick Fowler

Matthew Knott

IMPORTANT NOTICES

The capitalised terms not otherwise defined in this announcement have the meanings given to them set out in Part XXII of the Prospectus. 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 acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

A copy of the Prospectus when published will be available from the registered office of the Company and on the Company's website at www.connectgroupplc.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the Excluded Territories. Neither the content of the Company's or Tuffnells' websites nor any website accessible by hyperlinks on the Company's or Tuffnells' websites is incorporated in, or forms part of, this announcement and no reliance should be placed on them. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority or under the relevant laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, into or within 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 New Ordinary Shares are being offered and sold (i) outside the United States in reliance on Regulation S under the Securities Act; and (ii) in the United States to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("Rule 144A") in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. Prospective investors are hereby notified that the sellers of Ordinary Shares may be relying upon the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A.

Neither the US Securities and Exchange Commission ("SEC"), nor any securities regulatory authority of any State of the United States, has approved the Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New Ordinary Shares or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in 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 and take legal advice, as necessary. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, the information contained herein is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, New Zealand, Japan, South Africa, the United States or any other Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. No public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares is being made in any such jurisdiction.