Last checked at 1 Dec 2009 09:35
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR THEIR RESPECTIVE TERRITORIES AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS. NOTHING IN THIS ANNOUNCEMENT IS AN OFFER, OR PART OF AN OFFER, FOR SALE OF ANY SECURITIES REFERENCED HEREIN.
Terms defined in the Prospectus shall have the same meaning in this announcement unless the context otherwise requires. This announcement should be read in conjunction with the full text of the Prospectus.
Norcros plc
("Norcros" or "the "Group")
Results of firm placing and placing and open offer
On 12 November 2009, Norcros plc ("Norcros" or "the Company") announced a Capital Raising to raise gross proceeds of approximately £30 million (approximately £27.7 million net of expenses), by the issue of 428,571,428 New Ordinary Shares, through the Firm Placing of 285,766,932 New Ordinary Shares and the Placing and Open Offer of 142,804,496 New Ordinary Shares, at the Issue Price of 7 pence.
The Open Offer has now closed in accordance with its terms. Norcros is pleased to announce that it has received valid acceptances under the Open Offer in respect of 60,932,654 Open Offer Shares from Qualifying Shareholders in addition to the 42,720,000 Open Offer Shares which Lifestyle Investments, irrevocably undertook to take up under the Open Offer. The total number of 103,652,654 Open Offer Shares represents a take-up of approximately 72.6 per cent. of the Open Offer Shares. As a consequence, 39,151,842 shares were available for subscription under the Excess Application Facility. Valid applications under the Excess Application Facility have been received in respect of 22,105,638 excess shares representing approximately 15.5 per cent. of the Open Offer Shares. Including applications under the Excess Application Facility, the total take up was therefore approximately 88.1% of the Open Offer Shares.
Accordingly, the remaining 17,046,204 Open Offer Shares, representing approximately 11.9% of the Open Offer Shares will be allocated to certain institutional shareholders and other investors with whom they had been conditionally placed by Oriel and other new investors procured by Oriel.
In addition to the Placing and Open Offer, a further 285,766,932 New Ordinary Shares will be issued through the Firm Placing.
The Enlarged Issued Share Capital of Norcros following Admission will be 577,326,112 Ordinary Shares in aggregate.
New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 4 December 2009, and definitive share certificates for the New Ordinary Shares in certificated form are expected to be dispatched within 14 days of Admission.
1 December 2009
For further information, please contact:
Norcros plc
Joseph Matthews +44 (0)1625 549 010
Nick Kelsall
Rothschild (Financial Adviser and Sponsor)
Richard Bailey +44 (0)161 827 3800
Greg Cant
Oriel (Underwriter, Broker and Bookrunner)
Emma Ormond +44 (0)20 7710 7600
David Arch
Jonathan Walker
College Hill (Public Relations)
Mark Garraway +44 (0)20 7457 2020
Adam Aljewicz
Important notice:
This announcement has been issued by and is the sole responsibility of Norcros.
Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and sponsor exclusively for the Company and no-one else in connection with the Capital Raising and Admission and will not regard any other person (whether or not a recipient of the Prospectus) as its client in relation to the Capital Raising or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Capital Raising, Admission or any other transaction or arrangement which is referred to in the Prospectus, save pursuant to any responsibility or liability which Rothschild has under FSMA or the regulatory regime established under FSMA.
Oriel, which is authorised and regulated in the United Kingdom by the FSA, is acting as bookrunner,underwriter and broker exclusively for the Company and no-one else in connection with the Capital Raising and Admission and will not regard any other person (whether or not a recipient of the Prospectus) as its client in relation to the Capital Raising or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Oriel or for providing advice in connection with the Capital Raising, Admission or any other transaction or arrangement which is referred to in the Prospectus, save pursuant to any responsibility or liability which Oriel has under FSMA or the regulatory regime established under FSMA.
This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the Prospectus which was sent to shareholders on 13 November 2009. The Prospectus is available on Norcros' website and is available for inspection at the UK Listing Authority's announcement viewing facility.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise.
The information in this announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities mentioned herein may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public or other offer of securities in the United States.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the Excluded Territories.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this restriction may result in a violation of the Securities Act or the applicable laws of other jurisdictions.