Cairn Homes Regulatory News (CRN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITY FOR SALE, OR AN OFFER TO BUY OR SUBSCRIBE FOR, DIRECTLY OR INDIRECTLY, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

For immediate release

16 May 2017

CAIRN HOMES ANNOUNCES SUCCESSFUL COMPLETION OF A PLACING OF 33,712,634 NEW ORDINARY SHARES

Cairn Homes plc (the "Company" or "Cairn Homes") is pleased to announce that, further to the announcement made on 15 May 2017, a total of 33,712,634 new Ordinary Shares in Cairn Homes ("Placing Shares") have been successfully placed by Goodbody, BofA Merrill Lynch and Davy at a price of €1.54 per Placing Share, raising total gross proceeds of approximately €51.9 million for the Company (the "Placing").

The Placing Shares being issued represent approximately 4.9 per cent. of the Company's existing issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Applications have been made for admission of the Placing Shares to listing on the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission of the Placing Shares will become effective at or around 8.00 a.m. (London Time) on 18 May 2017 and that dealings in the Placing Shares will commence at that time.

Goodbody and BofA Merrill Lynch acted as Bookrunners and Davy acted as Lead Manager in connection with the Placing.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the placing announcement of the Company released on 15 May 2017.

Commenting on the Placing, CEO Michael Stanley said:

"We are delighted to have successfully completed this placing with the very strong support received from our shareholders. The funds raised will further strengthen our balance sheet and enable us to continue to review and refine the Company's land bank and where appropriate acquire further attractive and well located residential development sites."

For further information, please contact:

About the Company

Cairn Homes is an Irish homebuilder with a highly experienced management team. The Company is committed to constructing high quality new homes with an emphasis on design and innovation in attractive locations to meet sustainable market demand. Cairn Homes has a land bank of approximately 12,100 units, over 91% of which is located in the Greater Dublin Area (GDA). Currently, Cairn Homes is active on seven sites in the GDA, which will deliver 2,800 units.

Disclaimer

This Announcement and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America, (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Japan, South Africa, Switzerland (each a "Restricted Territory") or any other state or jurisdiction in which such publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Switzerland or South Africa and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities law. Subjectto certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, Switzerland or South Africa.

No public offering of the Placing Shares is being made, and in particular no offer of securities is being made to persons in member states of the European Economic Area except those who are; (i) "qualified investors" within the meaning of Article 2(1)(E) of the Prospectus Directive ("Qualified Investors"); or (ii) otherwise entitled to receive the offer. This Announcement is not a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive"). No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Bookrunners or the Lead Manager. 

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intention in relation to Admission at this stage. Acquiring investments to which this Announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This Announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing Shares for the person concerned.

This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA") and, it is directed only at; (A) persons in member states of the European Economic Area who are Qualified Investors (as defined above); or (B) to the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling with Article 49(2)(A) to (D) ("High net worth companies, unincorporated associations, etc.") of the Order; or (iii) are persons to whom it may otherwise lawfully be communicated (each a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement you represent and agree that, if you are in the United Kingdom, you are a Relevant Person or if you are in other member states of the European Economic Area you are a Qualified Investor or are otherwise entitled to receive the offer.

This Announcement has been issued by, and is the sole responsibility of, the Company. None of Goodbody, BofA Merrill Lynch, Davy, or any of their respective affiliates, directors, officers, employees, advisers or agents, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to or in relation to, the accuracy, completeness, fairness or sufficiency of this Announcement or any document referred to in this Announcement (or whether any information has been omitted from this Announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Goodbody, BofA Merrill Lynch, Davy and any of their respective affiliates, directors, officers and employees, and any other person acting on their behalf, expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this Announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

Goodbody is regulated by the Central Bank of Ireland. In the UK, Goodbody is authorised and subject to limited regulation by the Financial Conduct Authority. Goodbody is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement.

Merrill Lynch International, is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement.

Davy is regulated by the Central Bank of Ireland. In the UK, Davy is authorised and subject to limited regulation by the Financial Conduct Authority. Davy is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company,the Bookrunners and / or the Lead Manager that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Bookrunners and the Lead Manager to inform themselves about, and to observe, such restrictions.

In connection with the Placing, each of the Bookrunners and the Lead Manager and any of their affiliates, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity, may retain, purchase, sell or offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Bookrunners or the Lead Manager and any of their affiliates acting in such capacity. In addition, each of the Bookrunners and the Lead Manager and any of their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Bookrunners and the Lead Manager and any of their affiliates may from time to time acquire, hold or dispose of Placing Shares. Neither the Bookrunners nor the Lead Manager intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Certain statements contained in this Announcement constitute "forward-looking" statements regarding the belief or current expectation of the Company, the Directors, and the management team about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. Neither the Company, Bookrunners nor the Lead Manager undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Cairn Homes plc or individuals acting on behalf of Cairn Homes plc are expressly qualified in their entirety by this paragraph. Nothing in this Announcement is intended to be a profit estimate for any period or a forecast of future profits.

The information in this Announcement 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 unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933 or the applicable laws of other jurisdictions.

The Placing Shares to be issued pursuant to the Placing will not, on Admission, be admitted to trading on any stock exchange other than the London Stock Exchange.

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.