Charles Taylor Regulatory News (CTR)

NOT FOR THE PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE IN 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. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS, AVAILABLE FROM THE REGISTERED OFFICE OF CHARLES TAYLOR PLC AND ON ITS WEBSITE AT WWW.CTPLC.COM.

9 April 2015

Charles Taylor plc

Results of Rump Placing

Following the announcement earlier today regarding valid acceptances under the Rights Issue announced by Charles Taylor plc (the "Company") on 18 March 2015, the Company confirms that Peel Hunt LLP, in its capacity as Underwriter, has procured subscribers for the remaining 2,083,573 New Ordinary Shares not validly taken up in the Rights Issue and the 381 New Ordinary Shares representing fractional entitlements in respect of the Rights Issue, together representing 10.57 per cent. of the New Ordinary Shares, at a price of 234 pence per New Ordinary Share.

In respect of New Ordinary Shares not validly taken up under the Rights Issue, the net proceeds from the placing of such New Ordinary Shares (after the deduction of the aggregate of the Rights Issue Price of 155 pence per New Ordinary Share and the expenses of procuring subscribers, including any applicable brokerage and commissions and amounts in respect of value added tax) will be paid (without interest) to Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company. Net proceeds from the sale of fractional entitlements (after deduction of expenses) will be aggregated and ultimately accrue for the benefit of the Company. Cheques and credits to CREST accounts in respect of any such amounts are expected to be (as applicable) despatched to or credited to the CREST accounts of the relevant Shareholders by no later than 23 April 2015.

In conformity with DTR 5.6.1, the Company announces that as at 9 April 2015 following completion of the Rights Issue, the Company's issued share capital consists of 65,760,173 ordinary shares (with a nominal value of 1 penny each) with voting rights. No ordinary shares are held in treasury. Therefore, the total number of voting rights in Charles Taylor plc is 65,760,173. This figure (65,760,173) 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, Charles Taylor plc under the FCA's Disclosure and Transparency Rules.

Unless otherwise defined herein, all capitalised terms in this announcement have the meaning given to them in the prospectus published by the Company on 18 March 2015 (the "Prospectus").

Enquiries:

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company and Peel Hunt does not make any representation, express or implied, as to the contents of this announcement.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. 

A copy of the Prospectus is available from the registered office of the Company and on the Company's website at www.ctplc.com. However, the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction.

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. The Prospectus gives details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights offered pursuant to the Rights Issue.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any Excluded Territory.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for publication, distribution or release to persons in the United States or any Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters 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 Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. 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 Shareholder 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.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt LLP, nor for providing advice in connection with the Rights Issue or any other matter referred to in this announcement.