6 Aug 2009 18:16
Cosalt plc
Publication of Prospectus
6 August 2009
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL.
PUBLICATION OF PROSPECTUS
The Prospectus dated 6 August 2009 relating to the Placing and Open Offer and Firm Placing of 378,000,000 New Ordinary Shares at 5 pence per New Ordinary Share, the Capital Reorganisation, the Related Party Transactions and Notice of General Meeting has been approved by the UK Listing Authority and will shortly be available for inspection at their Document Viewing Facility at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The Prospectus will be posted to Shareholders today and is available from the head office of the Company at Fish Dock Road, Grimsby, DN31 3NW. The Prospectus is also available for inspection at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH during normal business hours. Copies of the Prospectus are also available from the offices of Evolution Securities Limited at 100 Wood Street, London EC2V 7AN and Noble Grossart Limited at 48 Queen Street, Edinburgh EH2 3NR as well as the Company's website at http://www.cosalt.com/investors/fundraising-2009.ashx.
Terms defined in the Prospectus have the same meanings in this announcement.
TIME OF GENERAL MEETING
The Directors announce that the General Meeting of the Company to be held at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH will take place at 9.30 a.m. on 1 September 2009 (as stated in the Notice of General Meeting) and not at 10.00 a.m. on 1 September 2009 (as stated in the announcement of the Placing and Open Offer and Firm Placing made at 7.00 a.m. today).
GENERAL
This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the same would be unlawful.
This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the New Ordinary Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The availability of the Placing and Open Offer and Firm Placing to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements.
The New Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Ordinary Shares in the United States.
The distribution of this Announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company, Evolution or Noble Grossart 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, Evolution and Noble Grossart to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this Announcement in connection with Placing and Open Offer and Firm Placing except on the basis of information contained in the Prospectus published on 6 August 2009 by the Company in connection with the proposed Placing and Open Offer and Firm Placing.
Enquiries: Neil Carrick, Business Development Director and Company Secretary, Cosalt plc
Tel: +44(0)1472 504 275