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Pin to quick picksEcclesiastl.8fe Regulatory News (ELLA)

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Publication of Prospectus

10 Dec 2010 16:12

RNS Number : 7804X
Ecclesiastical Insurance Office PLC
10 December 2010
 



 

 

Ecclesiastical Insurance Office plc

("Ecclesiastical" or "the Company")

 

10 December 2010

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

 

Publication of Prospectus

 

Further to the Company's announcement of 7.00 a.m. today in relation to the Placing (comprising the further issue of up to 40 million Additional NCIP Shares, which will rank pari passu with the existing NCIP Shares at a placing price per share of 102p), Ecclesiastical announces that a prospectus has been approved today by the UK Listing Authority ("UKLA") ("Prospectus") and has subsequently been published.

A copy of the Prospectus will shortly be submitted to the UKLA's National Storage Mechanism, and will be available for inspection at www.Hemscott.com/nsm.do.

 

In addition, the Prospectus will shortly be available to view at the Company's registered office and at the offices of Speechly Bircham LLP, 6 New Street Square, London EC4A 3LX, during normal business hours from Monday to Friday inclusive (public holidays excepted) for a period of 14 days from the date hereof. The Prospectus will also be shortly available on the Company's website at http://www.ecclesiastical.com/General/InvestorRelations/prospectusdec2010/index.aspx.

 

Enquiries:

 

Ecclesiastical Insurance Office plc

Chris Pitt - Press Office

 

+44(0)1452 873 234

Collins Stewart Europe Limited - Joint Financial Adviser, Bookrunner and Broker

Rik Edwards - Preference Shares and Permanent Interest Bearing Shares

Roger Lambert - Corporate Broking

Tom Hulme - Corporate Broking

 

+44 (0) 20 7523 8000

Rothschild - Joint Financial Adviser

Francis Burkitt

 

+44 (0) 20 7280 5474

 

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Placing announcement as released by the Company at 7.00 a.m. on 10 December 2010, a copy of which is available on the Company's website (http://www.ecclesiastical.com/General/InvestorRelations/index.aspx).

 

Disclaimer

This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any non-cumulative irredeemable preference shares of £1 each ("NCIP Shares") must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

 

The distribution of this announcement and the NCIP Shares in certain jurisdictions may be restricted by law and such distribution or participation could result in a violation of the laws of such jurisdictions. In particular, there are restrictions on the distribution of this announcement and participation in the NCIP share issue in the United States, Australia, Canada, Japan, and South Africa. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any restrictions and legal requirements in relation to the distribution of this announcement and their participation in the proposals described in this announcement.

 

The NCIP 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 applicable securities laws of any State of the United States or under the securities laws of Australia, Canada, Japan, South Africa or any State, province or territory thereof or any other jurisdiction outside the United Kingdom. Accordingly, the NCIP Shares may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from 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 the securities laws of any State or other jurisdiction of the United States. None of the NCIP Shares may be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen, of such jurisdictions except pursuant to an applicable exemption.

 

This announcement is directed only at (i) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"); and (ii) in the United Kingdom, Qualified Investors: (a) who have professional experience in matters relating to investments falling within Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (b) who are high net worth persons or entities falling within Article 49(2)(a) to (d) of the Order or (c) to persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as "relevant persons") and persons who receive this announcement who are not relevant persons should not rely on or act upon this announcement. Any investment activity to which this announcement relates will only be available to relevant persons and will only be engaged in with relevant persons.

 

This announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract thereof.

 

This announcement may include certain "forward-looking statements" including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or similar expressions. Such forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Group, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, potential investors are cautioned not to place any undue reliance on such forward-looking statements. These forward looking statements apply only as at the date of this announcement. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based unless required to do so by any appropriate regulatory authority or by law.

 

All investments are subject to risk. Past performance is no guarantee of future returns. The value of investments may fluctuate. This announcement is not intended to constitute legal, tax or accounting advice or investment recommendation. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Statements contained in this announcement that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of the Company. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon.

 

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser, bookrunner and broker to Ecclesiastical Insurance Office plc and is acting for no-one else in connection with the contents of this announcement, and will not be responsible to anyone other than Ecclesiastical Insurance Office plc for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Collins Stewart Europe Limited is not responsible for the contents of this announcement. This does not exclude or limit the responsibilities, if any, which Collins Stewart Europe Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.

 

Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is advising Ecclesiastical Insurance Office plc and no one else in relation to this announcement and will not be responsible to anyone other than Ecclesiastical Insurance Office plc for providing the protections afforded to customers of Rothschild nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Rothschild is not responsible for the contents of this announcement. This does not exclude or limit the responsibilities, if any, which Rothschild may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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