Ceres Power Regulatory News (CWR)

25 Nov 2009 07:54

25 November 2009

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE PROHIBITED BY APPLICABLE LAW

Ceres Power Holdings plc

("Ceres" or the "Company")

Private Placement

Ceres is pleased to announce (subject to shareholder approval) the successful completion of the equity placing announced yesterday (the "Placing").

A total of 19,000,000 new ordinary shares with a nominal value of 5 pence each in Ceres (the "Placing Shares") have been placed by Morgan Stanley & Co. International plc ("Morgan Stanley") and Jefferies International Limited ("Jefferies") at a price of 165 pence per Placing Share (the "Placing Price"), raising gross proceeds of £31.35 million. The Placing Shares being issued represent approximately 28.3 per cent of Ceres's issued ordinary share capital prior to the Placing. The Placing Price represents a discount of 12.7% to the closing middle market price on the London Stock Exchange on 24 November 2009, the last trading day before the announcement of the placing.

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

Application will be made for the admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("Admission"), and the Placing is conditional upon, inter alia, (i) Admission becoming effective by no later than 18 December 2009, and (ii) the approval by shareholders at a General Meeting of the Company to be held on 14 December 2009 of an increase in the Ceres directors' authority to allot shares and the disapplication of pre-emption rights in relation to the Placing Shares.

Settlement of payment for the Placing Shares issued pursuant to the Placing, as well as Admission, is expected to take place on 15 December 2009.

For further details, please contact.

  This announcement (the "Announcement") contains (or may contain) certain forward-looking statements with respect to certain of Ceres's plans and its current goals and expectations relating to its future financial condition, performance and trends and other matters that are not historical fact and which involve a number of risks and uncertainties. The Company cautions you that forward-looking statements are not guarantees of future performance and they involve risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Such forward-looking statements are based on numerous assumptions and speak only as at the date of this Announcement. Except as required by law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The information and opinions contained in this Announcement are subject to change without notice and, subject to compliance with applicable law, Neither Ceres nor Morgan Stanley & Co. International plc ("Morgan Stanley") nor Jefferies International Limited ("Jefferies") assume any responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein.

This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to purchase or subscribe for securities of Ceres in the United States, Australia, Canada or Japan or any jurisdiction in which such an offer or solicitation is unlawful. No public offering of securities of Ceres will be made in connection with the Placing in the United Kingdom, the United States or elsewhere. This Announcement has been issued by and is the sole responsibility of Ceres. 

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the laws of any state or other jurisdiction of the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with the securities laws of any state of the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley or Jefferies or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Morgan Stanley is acting for Ceres and for no-one else in connection with the Placing, and will not be responsible to anyone other than Ceres for providing the protections afforded to clients of Morgan Stanley, or for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

Jefferies is acting for Ceres and for no-one else in connection with the Placing, and will not be responsible to anyone other than Ceres for providing the protections afforded to clients of Jefferies, or for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

No money, securities or other consideration from any person inside the United States is being solicited by this Announcement and, if sent in response to information contained in this Announcement, will not be accepted.

Any indication in this Announcement of the price at which ordinary shares in the capital of the Company 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 relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance, and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the same would be prohibited by applicable law.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

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

Neither the content of Ceres's website nor any website accessible by hyperlinks on Ceres's website is incorporated in, or forms part of, this Announcement.

Persons (including, without limitation, nominees and trustee) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Each Placee should consult with its own advisors as to legal, tax, business and related aspects of a purchase of Placing Shares.