Last checked at 25 Nov 2019 12:55
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
25 November 2019
For immediate release
Galliford Try plc
Publication of Prospectus
Further to its announcement made on 7 November 2019 regarding the proposed disposal of the Linden Homes and Partnerships & Regeneration divisions of Galliford Try plc ("Galliford Try") (the "Transaction"), Galliford Try announces that the Financial Conduct Authority has today approved a prospectus (the "Prospectus") in relation to the proposed admission of the ordinary shares of Galliford Try Holdings plc ("New Galliford Try") to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities.
The Prospectus will shortly be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm. The Prospectus will also shortly be available for viewing on Galliford Try's website at www.gallifordtry.co.uk.
Unless otherwise defined, terms used in this announcement (including in the Important Notice below) shall have the same meaning as those used in the Prospectus.
Enquiries:
Galliford Try plc Graham Prothero, Chief Executive Andrew Duxbury, Finance Director Kevin Corbett, General Counsel and Company Secretary
| 01895 855 001
|
Rothschild & Co (Lead Financial Adviser to Galliford Try and New Galliford Try) John Deans Neil Thwaites Peter Everest
| 020 7280 5000 |
HSBC Bank plc (Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Galliford Try and New Galliford Try) Mark Dickenson Adam Miller Keith Welch Diraj Ramchandani
| 020 7991 8888 |
Peel Hunt LLP (Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Galliford Try and New Galliford Try) Charles Batten Edward Knight Harry Nicholas
| 020 7418 8900 |
Tulchan Communications (PR Adviser to Galliford Try) James Macey White Martin Pengelley Elizabeth Snow
| 020 7353 4200 |
Important Notice
This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute an offer or invitation to underwrite, buy, subscribe, sell or issue of the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares of any other securities. Nothing in this announcement should be interpreted as a term or condition of the Transaction.
Copies of the Prospectus will shortly be available for viewing on Galliford Try's website at www.gallifordtry.co.uk. Neither the content of Galliford Try's website nor any website accessible by hyperlinks on Galliford Try's website is incorporated in, or forms part of, this announcement.
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. The information in this announcement is subject to change.
The availability of this announcement and/or the Prospectus to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial adviser to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and admission of the ordinary shares in New Galliford Try to trading on the London Stock Exchange's main market for listed securities and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and joint corporate broker to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and admission of the ordinary shares in New Galliford Try to trading on the London Stock Exchange's main market for listed securities and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of HSBC or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and joint corporate broker to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and admission of the ordinary shares in New Galliford Try to trading on the London Stock Exchange's main market for listed securities and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
This announcement has been issued by Galliford Try and is the sole responsibility of Galliford Try. 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 Rothschild & Co, HSBC or Peel Hunt, or by any of their 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 any interested party or its advisers, and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement, therefore is expressly disclaimed.
Notice to US Shareholders
The ordinary shares of New Galliford Try have not been and are not required to be registered under the US Securities Act of 1933, as amended. The ordinary shares of New Galliford Try have not been approved or disapproved by the US Securities Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the issue of the ordinary shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.