28 Feb 2019 09:58
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS RULES OF THE FINANCIAL CONDUCT AUTHORITY AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFERING TO SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR TO ACQUIRE, SECURITIES IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED PROSPECTUS AND CIRCULAR IN ITS FINAL FORM (THE "PROSPECTUS") PUBLISHED BY INTERSERVE PLC (THE "COMPANY" OR "INTERSERVE" AND TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP") IN CONNECTION WITH THE PROPOSED OFFERING OF NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
28 February 2019
Interserve Plc
Publication of Combined Prospectus and Circular
Further to the announcement yesterday by the Company regarding the proposed Deleveraging Plan and Placing and Open Offer (the "Placing and Open Offer"), the Company announces that the combined prospectus and circular regarding the proposed Placing and Open Offer (the "Combined Prospectus and Circular") was approved by the FCA yesterday.
The Combined Prospectus and Circular contains notice covening a general meeting to be held at The Broadgate Suite, ETC Venues, 155 Bishopsgate, Liverpool Street, London EC2M 8YD on 15 March 2019 at 11 a.m. and shareholders will shortly receive a copy of the Combined Prospectus and Circular or notification of its availability.The Combined Prospectus and Circular is not, subject to certain exceptions, available (whether through the Company's website or otherwise) to shareholders in the United States or any of the Excluded Territories.
A copy of the Combined Prospectus and Circular has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.
Copies of the Combined Prospectus and Circular will be available for inspection during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) until Admission at the registered office of the Company.
All capitalised terms in this announcement have the meaning given to them in the Combined Prospectus and Circular, unless otherwise defined herein.
For further information please contact:
Interserve
Jonathan Refoy +44 (0)7880 315877
Tulchan Communications (PR Adviser) +44 (0) 207 3534200
Martin Robinson
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of the Company. A copy of the Combined Prospectus and Circular will shortly be available from the registered office of the Company and on the Company's website at www.interserve.com provided that the Combined Prospectus and Circular will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories.
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 Combined Prospectus and Circular gives further details of the New Ordinary Shares being offered pursuant to the Placing and Open Offer. This announcement is not a prospectus but an advertisement and investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Combined Prospectus and Circular. This announcement is for informational purposes only and does not purport to be complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Combined Prospectus and Circular, Admission or any other matters referred to in this announcement and will not regard any other person as its client in connection with the Combined Prospectus and Circular, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the Combined Prospectus and Circular, Admission or any other matters or arrangements referred to in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the UK by the FCA, is acting exclusively for the Company and no one else in connection with the Combined Prospectus and Circular, Admission or any other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Combined Prospectus and Circular, Admission or any other matters referred to in this announcement and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the contents of this announcement, Admission or any other matter or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis and/or Rothschild & Co by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Numis nor Rothschild & Co nor any of their respective affiliates, directors, officers, employees or advisers, accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Numis and/or Rothschild & Co in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in the New Ordinary Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares or the Placing and Open Offer, 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 the future. To the fullest extent permissible Numis and Rothschild & Co accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
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, the New Ordinary Shares in the United States, Australia, Canada, Japan, South Africa, and any other Excluded Territory or any other jurisdiction. The information contained in this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of the New Ordinary Shares in the United States, Australia, Canada, Japan, South Africa or any other Excluded Territory. The distribution of this announcement, any other offering or publicity material relating to the Placing and Open Offer and/or the Combined Prospectus and Circular and/or the transfer of New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law or regulation, and, therefore, persons into whose possession this announcement and/or the Combined Prospectus and Circular 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, the information contained in this announcement and the Combined Prospectus and Circular should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, Japan, South Africa or any other Excluded Territory. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. The transfer of the New Ordinary Shares may also be so restricted by law or regulation.
The New Ordinary Shares, the Warrant Shares and the Open Offer Entitlements have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in, into or within the United States There will be no public offer of New Ordinary Shares, Warrant Shares or Open Offer Entitlements in the United States. The New Ordinary Shares made available pursuant to the Placing and Open Offer outside the United States are being offered and sold in offshore transactions in reliance on Regulation S.
The New Ordinary Shares, the Warrant Shares, the Open Offer Entitlements the Combined Prospectus and Circular, the Application Form and this announcement have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares, the Warrant Shares or the Open Offer Entitlements or the accuracy or adequacy of the Application Form, the Combined Prospectus and Circular or this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute a recommendation concerning the Placing and Open Offer. 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.
This announcement contains or incorporates 'forward-looking statements' with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, results, strategic initiatives and objectives, including in relation to the Placing and Open Offer. Generally, words such as "may", "could", "will," "expect," "intend," "estimate," "anticipate," "aim," "outlook," "pro forma," "believe," "plan," "seek," "continue" or similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual results of operations, financial condition or prospects to be materially different from any future results of operations, financial condition or prospects expressed or implied by such statements. Any statement included in this announcement other than a statement of historical fact may be a forward-looking statement (including, without limitation, statements regarding the Group's business strategy, management plans, objectives for future operations, and earning guidance). These forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which it expects to operate in the future. Important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the contemplated or expressed forward-looking statements.
There may be other risks, including risks of which the Group is unaware, that could adversely affect the Group's results or the accuracy of forward-looking statements in this announcement. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results.