Last checked at 21 Aug 2018 12:27
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FOR INSPECTION ON THE COMPANY'S WESBITE AT WWW.FUTUREPLC.COM/INVEST-IN-FUTURE/, AND AT THE COMPANY'S REGISTERED OFFICE AT QUAY HOUSE, THE AMBURY, BATH BA1 1UA
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
21 August 2018
Future plc
Results of Rump Placing
Following the announcement earlier today regarding valid acceptances received under the fully underwritten Rights Issue announced by Future plc ("Future" or the "Company") on 18 July 2018, the Company confirms that Numis Securities Limited ("Numis") and Nplus1 Singer Capital Markets Limited ("N+1 Singer") have procured subscribers for all of the 3,070,908 New Ordinary Shares of 15 pence each for which valid acceptances were not received, representing approximately 8.8 per cent. of the total number of New Ordinary Shares, at a price of 390 pence per New Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 303 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT), if any, will be paid (without interest) to Qualifying Shareholders that have not taken up their entitlements pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons, but will be paid to the Company. Cheques and credits to CREST accounts in respect of any amounts payable to Qualifying Shareholders are expected to be despatched by no later than 28 August 2018.
Except where the context requires otherwise, defined terms herein shall have the meanings given to them in the Prospectus published by the Company on 18 July 2018
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IMPORTANT NOTICE
The contents of this announcement have been prepared by and are the sole responsibility of Future plc.
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. 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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.
A copy of the Prospectus is available from the registered office of Future plc and on Future plc's website at www.futureplc.com/invest-in-future/ provided that the Prospectus is not, subject to certain exceptions, available to Shareholders in certain excluded jurisdictions. Neither the content of Future plc's website nor any website accessible by hyperlinks on Future plc's website is incorporated in, or forms part of, this announcement.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any announcement, or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (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, or otherwise transferred, 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 any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States.
The offer and sale of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in Australia, Canada, Japan or South Africa.
Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and information described in this announcement and/or the Prospectus. This announcement does not constitute a recommendation concerning 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.
Numis Securities Limited ("Numis") and Nplus1 Singer Capital Markets Limited ("N+1 Singer") are each authorised and regulated in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in relation with the Rights Issue (whether or not a recipient of this announcement) 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 their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis and N+1 Singer under FSMA or the regulatory regime established thereunder, none of Numis, N+1 Singer or any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Acquisition or the Rights Issue, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of Numis, N+1 Singer and their respective affiliates, directors, officers, employees, agents and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
Numis, N+1 Singer and any of their respective affiliates may, acting as investors for their own account, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to Nil Paid Rights, Fully Paid Rights and New Ordinary Shares being issued, offered, subscribed, placed or otherwise dealt in, should be read as including any issue or offer to, or subscription, placing or dealing by, either of Numis or N+1 Singer or any of their respective affiliates acting in such capacity. In addition, either of Numis or N+1 Singer or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Numis or N+1 Singer (or its affiliates) may from time to time acquire, hold or dispose New Ordinary Shares. Except as required by applicable law or regulation, the Numis and N+1 Singer do not propose to make any public disclosure in relation to such transactions.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis and N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares and determining appropriate distribution channels.