Chesnara Regulatory News (CSN)

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES.

15 December 2016

Chesnara plc ("Chesnara" or the "Company")

Firm Placing and Placing and Open Offer

Admission of New Ordinary Shares

Further to the announcements made by Chesnara on 13 December 2016, the Company announces that 23,333,334 New Ordinary Shares being issued pursuant to the Firm Placing and Placing and Open Offer were admitted to listing on the premium listing segment of the Official List and were admitted to trading on the London Stock Exchange's main market for listed securities, in each case with effect from 8.00 a.m. today, 15 December 2016.

The enlarged share capital of the Company following Admission will be 149,738,226 Ordinary Shares (excluding 147,535 treasury shares). This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

This announcement should be read in conjunction with the full text of the combined circular and prospectus (the "Prospectus") published by the Company on 24 November 2016 in connection with the Firm Placing and Placing and Open Offer. Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.

Enquiries:

Chesnara plc

John Deane, Chief Executive +44 (0)1772 972079

David Rimmington, Finance Director

Shore Capital

Sponsor and joint global co-ordinator and joint bookrunner

Hugh Morgan +44 (0)20 7408 4090

Toby Gibbs

Panmure Gordon

Joint global co-ordinator and joint bookrunner

Dominic Morley +44 (0)20 7886 2500

Charles Leigh-Pemberton

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods)

Financial Adviser in relation to the Acquisition and Placing Agent

Stephen Howard +44 (0)20 7663 5400

Max Cornu-Thenard

FWD Consulting

Financial PR +44 (0)20 7280 0651

Roddy Watt +44 (0)7714 770493

IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of or form a part of, and should not be construed as, any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under 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, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable 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. There will be no public offer of the New Ordinary Shares in the United States.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Firm Placing and Placing and Open Offer. 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 investor 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.

Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Shore Capital is acting as sole sponsor in relation to the Acquisition and the Firm Placing and Placing and Open Offer and Shore Capital and Panmure Gordon (UK) Limited ("Panmure Gordon") are acting as joint global co-ordinators and joint bookrunners in relation to the Firm Placing and Placing and Open Offer. References to "Shore Capital" refer to Shore Capital and Corporate Limited and/or Shore Capital Stockbrokers Limited, as the context permits.

Shore Capital is authorised and regulated in the UK by the FCA and is acting exclusively for the Company and no one else in connection with the contents of this announcement, the Acquisition, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to their clients nor for giving advice in relation to the contents of this announcement, the Acquisition, the Firm Placing and Placing and Open Offer, Admission or any other matter or arrangement referred to in this announcement.

Panmure Gordon, which is authorised and regulated in the UK by the FCA, has been appointed as joint global co-ordinator and joint bookrunner in connection with the Firm Placing and Placing and Open Offer and Admission and is acting exclusively for the Company and no one else in connection with the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matter or arrangement referred to in this announcement.

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods), which is authorised and regulated in the UK by the FCA, has been appointed as financial adviser in connection with the Acquisition and placing agent in connection with the Firm Placing and Placing and Open Offer and Admission and is acting exclusively for the Company and no one else in connection with the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Firm Placing and Placing and Open Offer, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the contents of this announcement, the Firm Placing and Placing and Open Offer, Admission or any other matter or arrangement referred to in this announcement.

Cautionary statement regarding forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company and the Group. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Shore Capital, Panmure Gordon, Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) and the Company do not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement.

You are advised to read this announcement and the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.