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 CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

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.

13 December 2016

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

Results of Placing and Open Offer

On 24 November 2016, Chesnara announced details of a Firm Placing and Placing and Open Offer to raise gross proceeds of approximately £70 million through the issue of, in aggregate, 23,333,334 New Ordinary Shares at a price of 300 pence per New Ordinary Share, with 18,668,994 New Ordinary Shares to be issued through the Firm Placing and 4,664,340 New Ordinary Shares to be issued through the Placing and Open Offer.

The Open Offer closed for acceptances at 11 a.m. on 12 December 2016. Chesnara is pleased to announce that it has received valid acceptances under the Open Offer, including acceptances under the Excess Application Facility, in respect of 12,465,882 Open Offer Shares from Qualifying Shareholders. This represents approximately 267 per cent. of the Open Offer Shares. Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full application up to their Basic Open Offer Entitlement. Applications under the Excess Open Offer Entitlements Facility will be scaled back in accordance with the terms of the Open Offer.

The Firm Placing and Placing and Open Offer remains conditional, inter alia, upon the Resolutions being passed at the General Meeting to be held at 11 a.m. on 13 December 2016. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8 a.m. on 15 December 2016 on the main market of the London Stock Exchange. Chesnara expects to announce the results of the General Meeting as soon as practicable on 13 December 2016 after the meeting concludes.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's Prospectus dated 24 November 2016.

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.