LWB.L Regulatory News (LWB)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, ISLE OF MAN, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, THE UNITED ARAB EMIRATES OR ZAMBIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE NEW SHARE ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL SHORTLY BE AVAILABLE FROM THE HEAD OFFICE OF LOW & BONAR PLC AND ON ITS WEBSITE AT WWW.LOWANDBONAR.COM.

 30 January 2019

Low & Bonar PLC

(the "Company")

Publication of prospectus

Further to the announcement earlier today by the Company regarding the proposed fully underwritten Placing and Open Offer and Firm Placing to raise gross proceeds of approximately £54 million (approximately £50 million in net proceeds), the Company announces that the combined prospectus and circular (the "Prospectus") regarding the Placing and Open Offer and Firm Placing has been approved by the UK Listing Authority. The Prospectus contains notice covening a general meeting to be held at the offices of Instinctif Partners, 65 Gresham St, London EC2V 7NQ on 19 February 2019 and shareholders will shortly be sent a copy of the Prospectus or notification of the availability of the Prospectus.The Prospectus 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.

The Prospectus containing full details of the Placing and Open Offer and Firm Placing is expected to be made available on Low & Bonar's website (http://www.lowandbonar.com) later today. The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/nsm following publication. Copies of the prospectus will be available for inspection during normal business hours on any Business Day, free of charge, at the head office of the Company at One Connaught Place, London, W2 2ET, United Kingdom up to and including the date of Admission.

All capitalised terms in this announcement have the meaning given to them in the Prospectus, unles otherwise defined herein.

Enquiries:

IMPORTANT NOTICE:

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the New Share Issue. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Copies of the Prospectus when published will be available from the head office of the Company and on the Company's website at www.lowandbonar.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States of America or any other Excluded Territory. Neither the content of Low & Bonar's website nor any website accessible by hyperlinks on Low & Bonar's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the Shares being offered pursuant to the New Share Issue.

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 Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement is not an offer of securities for sale in the United States. The Shares and the Application Forms have not been and will not be registered under 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, transferred or delivered, directly or indirectly, within 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 any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Shares in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement 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, this announcement, the Prospectus (once published) and the Application Forms (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement does not constitute a recommendation concerning any investor's options with respect to the New Share 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.

This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Low & Bonar's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.

There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the key timing and success of future acquisition opportunities or major investment and research and development projects.

Neither the Company nor the Banks are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules).

Notice to all investors

Each of Peel Hunt LLP ("Peel Hunt"), Canaccord Genuity Limited ("Canaccord") and N M Rothschild & Sons Limited ("Rothschild & Co", and together with Peel Hunt and Canaccord, the "Banks") are authorised and regulated by the FCA in the United Kingdom, are acting exclusively for the Company and no one else in connection with the New Share Issue and will not regard any other person (whether or not a recipient of this document) as a client in relation to the New Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the New Share Issue or any transaction or arrangement referred to in the attached document.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks, nor any of their respective affiliates, directors, officers, employees or advisers, accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, by the Company, the Directors or any other person, in connection with the Company or the Shares or the New Share Issue and nothing contained in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Banks and each of their respective affiliates each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this document or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in the attached document.

No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus and the Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by Low & Bonar or Peel Hunt, Canaccord and Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Low & Bonar since the date of this announcement or that the information in it is correct as at any subsequent date.

Peel Hunt and Canaccord and their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Peel Hunt, Canaccord and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, Peel Hunt and Canaccord do not propose to make any public disclosure in relation to such transactions.