Marshalls Regulatory News (MSLH)

13 May 2009 17:22



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, MALTA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

MARSHALLS PLC - PUBLICATION OF PROSPECTUS (LR 9.6.3R)

13 May 2009

Further to the announcement today regarding a fully underwritten 2 for 5 rights issue to raise proceeds of approximately £34.2 million, net of expenses, through the issue of 56,272,501 new ordinary shares (the "Rights Issue"), Marshalls plc ("Marshalls" or the "Company") announces that a prospectus relating to the Rights Issue (the "Prospectus") was approved by the UK Listing Authority (the "UKLA") on 13 May 2009.

The Prospectus is expected to be posted to shareholders today, and copies of the Prospectus, which includes a notice convening an extraordinary general meeting of Marshalls to be held at Eversheds LLP, One Wood Street, London, EC2V 7WS on 29 May 2009 at 10.00 a.m., will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.  In addition, the Prospectus will shortly be available to view on Marshalls' website (www.marshalls.co.uk) and will be available for inspection at the office of Eversheds LLP, One Wood Street, London, EC2V 7WS.

Cathy Baxandall

Company Secretary

Contact tel: 01484 438900

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa, Malta, New Zealand or any other jurisdiction into which the same would be unlawful (the "Excluded Territories").

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, South Africa, Malta, New Zealand or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended ("Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, South Africa, Malta or New Zealand or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, South Africa, Malta or New Zealand. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan, South Africa, Malta or New Zealand. There will be no public offer of the securities in the United States. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements.

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan, South Africa, Malta, New Zealand or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The nil paid rights, the fully paid rights, the new ordinary shares and the provisional allotment letters relevant to the Rights Issue have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of the other Excluded Territories 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 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 or within any of the other Excluded Territories. There will be no public offer of such nil paid rights, fully paid rights, new ordinary shares and provisional allotment letters in the United States.

The distribution of this announcement and the offering of the nil paid rights, the fully paid rights or the new ordinary shares relevant to the Rights Issue in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or any other person that would permit an offering of such rights or shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.

This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any new ordinary shares referred to in this Announcement in connection with Rights Issue except on the basis of information to be contained in the Prospectus.

Neither the content of Marshalls' website nor any website accessible by hyperlinks on Marshalls' website is incorporated in, or forms part of, this announcement.