Chesnara Regulatory News (CSN)

 3 December 2014

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

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

Results of Placing

Chesnara is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 11,504,765 new ordinary shares of 5 pence each (the "Placing Shares") have been placed by Canaccord Genuity Limited and Panmure Gordon (UK) Limited (the "Joint Bookrunners") at a price of 310 pence per Placing Share, raising gross proceeds of approximately £35.7 million (before expenses). The Placing Shares being issued represent just under 10% of the issued ordinary share capital of the Company prior to the Placing.

As part of the Placing, certain Directors of the Company have agreed to subscribe for Placing Shares. The number of Placing Shares subscribed for by each Director and their resultant interest in the enlarged ordinary share capital of the Company is set out below:

Application has been made to the Financial Conduct Authority ("FCA") for admission of the Placing Shares to the premium segment of the Official List maintained by the FCA in accordance with section 74(1) of the Financial Services and Markets Act 2000 ("FSMA") for the purposes of part 4A of FSMA and to the London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on the main market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00a.m. on 5 December 2014. The Placing is conditional upon, amongst other things, Admission becoming effective.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Following Admission, the number of ordinary shares that the Company has in issue will be 126,398,396 and 154,031 in treasury. The total number of voting rights of the Company will be 126,398,396 and 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 under the Disclosure and Transparency Rules.

Graham Kettleborough, Chief Executive of Chesnara, commented:

"We are very pleased to have carried out this successful fundraising and I would like to thank our current investors for their ongoing support and welcome our new institutional investors who will become shareholders in Chesnara as a result of this Placing. The acquisition of the Waard Group will strengthen the Group by generating attractive financial returns and enabling future growth in the Dutch and continental European markets. We look forward to working with our colleagues in the Netherlands."

Enquiries

Important Information

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any state or jurisdiction where such release, publication or distribution would be unlawful. This announcement has been issued by and is the sole responsibility of the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and joint bookrunner exclusively for Chesnara and is acting for no-one else in connection with the Placing and will not be responsible to anyone other than Chesnara for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in connection with the Placing, or any other matter referred to herein.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint bookrunner exclusively for Chesnara and for no one else in connection with the Placing and will not be responsible to anyone other than Chesnara for providing the protections afforded to clients of Panmure Gordon (UK) Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken 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 to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) who are high net worth entities falling within Article 49 of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; and (C) other persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as "Relevant Persons").

This announcement is not an offer of securities for sale, or the solicitation of an offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which it is unlawful to do so. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States only in offshore transactions in accordance with Regulation S under the Securities Act. No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan, South Africa or any jurisdiction where it is unlawful to do so.

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on Chesnara's current expectations, estimates and projections about its industry, its beliefs and assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond Chesnara's control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Chesnara cautions Shareholders not to place undue reliance on these forward-looking statements, which reflect the view of Chesnara only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. Chesnara will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast 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. The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

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

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement does not constitute a recommendation concerning the Placing.