SuperGroup Regulatory News (SGP)

16 Mar 2006 07:02

Sanctuary Group PLC16 March 2006 NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 16 March 2006 The Sanctuary Group plc (the "Company") Results of Placing and Open Offer and IFRS Implementation Placing and Open Offer On 3 February 2006, the Company announced a Placing and Open Offer of a total of219,931,148 New Ordinary Shares at 50 pence each to raise approximately £110.0million (before expenses). Qualifying Shareholders and the holder(s) of BMGWarrants were invited to participate in the Issue by way of the Open Offer andto apply for up to 39,931,148 of these New Ordinary Shares on the basis of 8Open Offer Shares for every 75 Existing Ordinary Shares held on the Record Dateand so in proportion to any number of Existing Ordinary Shares then held andsuch further numbers in excess of their Basic Entitlement as could be satisfied,to the extent that other Qualifying Shareholders did not take up their BasicEntitlement. Under the Open Offer, which closed at 11.00a.m. on 15 March 2006, validapplications have been received in respect of 23,128,861 Open Offer Shares,representing 57.92 per cent. of the Open Offer Shares available under the OpenOffer. The remaining 16,802,287 Open Offer Shares will be subscribed for byinstitutional and other investors with whom they were conditionally placedsubject to a right of clawback to satisfy valid applications from QualifyingShareholders under the Open Offer. 180,000,000 New Ordinary Shares were alsoplaced firm with institutional investors pursuant to the Placing and willtherefore be subscribed for by those investors. The Placing and Open Offer remain subject to shareholder approval, theresolutions for which will be proposed at an Extraordinary General Meeting ofthe Company to be held on 17 March 2006 at 9.30 a.m., and Admission. Assuming that shareholder approval is obtained it is expected that dealings inthe New Ordinary Shares on the London Stock Exchange will commence by 8.00 a.m.on 20 March 2006, following their admission to the Official List of the UKListing Authority and to trading on the market for listed securities of theLondon Stock Exchange, for which applications have been made. CREST stockaccounts are expected to be credited on 20 March 2006 in respect of New Ordinaryshares to be held in uncertificated form and definitive share certificates inrespect of New Ordinary Shares to be held in certificated form are expected tobe posted, where applicable, by 14 April 2006. Directors' Shareholdings Pursuant to the Open Offer, the following Directors of the Company have appliedto increase their respective holdings in the Ordinary Shares of the Company. Director No of Open Offer Total no of Percentage of the Shares subscribed Ordinary Shares Enlarged Share held following Capital Placing and Open Offer A J Taylor 74,709 132,209 0.0006 %R C Smallwood 98,811 156,311 0.0007 %A Najeeb 20,000 32,009 0.0001 %J Cokell 30,000 32,298 0.0001 %J Greenall 10,000 10,125 0.00005 % All of the Open Offer Shares will be subscribed at the Issue Price of 50 penceper share. IFRS and the interim results for the six months ending 31 March 2006 The Company also announces that it intends to take advantage of the 30-dayextension allowed by the FSA in respect of the reporting deadline for theinterim results to 31 March 2006. This will allow time for the additional worknecessary to prepare the first set of results to be published underInternational Financial Reporting Standards. Consequently, the interim resultswill this year be announced during July rather than June. Prior to thepublication of the interim results, the Company will additionally publish aseparate document reconciling existing key financial statements from theircurrent presentation under UK GAAP to compliance with IFRS. Unless the context provides otherwise, words and expressions defined in theprospectus sent to shareholders of the Company dated 21 February 2006 shall havethe same meanings in this announcement. Ends For further information, please contact: The Sanctuary Group plc Philip Ranger, Director, Corporate & Investor 07768 534641Relations 020 7300 1323 Merlin Paul Downes 020 7653 6620 Evolution Securities Limited ("Evolution Securities"), which is authorised inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor the Company as sponsor, broker and underwriter in relation to the Placingand Open Offer and no-one else in connection with the arrangements described inthis announcement and will not be responsible to anyone other than the Companyfor providing the protections afforded to customers of Evolution SecuritiesLimited or for advising any other person in connection with the arrangementsdescribed in this announcement. Neither the Existing Ordinary Shares nor the New Ordinary Shares have been, orwill be, registered under the United States Securities Act of 1933, as amended(the "Securities Act") or under the securities laws of any state of the UnitedStates nor do they qualify for distribution under any of the relevant securitieslaws of Canada, Australia, the Republic of South Africa or Japan. Accordingly,subject to certain exceptions, the New Ordinary Shares may not be, directly orindirectly, offered, sold, taken up, delivered or transferred in or intoAustralia, Canada, the Republic of South Africa, Japan or the United States,except in the United States to persons reasonably believed to be qualifiedinstitutional buyers, as defined in Rule 144A(a)(1) of the Securities Act. Overseas Shareholders and any person (including, without limitation, nomineesand trustees) who have a contractual or other legal obligation to forward thisannouncement into a jurisdiction outside the UK should seek appropriate advicebefore taking any action. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities. This information shall not constitute or form any part of any offer orinvitation to subscribe for, underwrite or otherwise acquire, or anysolicitation of any offer to purchase or subscribe for, securities including inthe United States. This information does not constitute an offer of securities for sale in theUnited States. Neither this announcement nor any copy of it may be taken ordistributed into the United States or distributed or published, directly orindirectly, in the United States. Any failure to comply with this restrictionmay constitute a violation of US securities law. The securities referred toherein have not been and will not be registered under the Securities Act, andmay not be offered or sold in the United States unless they are registered underthe Securities Act or pursuant to an available exemption therefrom. No publicoffering of securities of is being made in the United States. Ends This information is provided by RNS The company news service from the London Stock Exchange