26 Feb 2015 13:14
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES, INCLUDING PLACING SHARES, IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published in its final form by Sherborne Investors (Guernsey) B Limited today in connection with the placing of its A ordinary shares ("Ordinary Shares") and the proposed admission of such new Ordinary Shares to trading on the Specialist Fund Market ("SFM") of the London Stock Exchange plc (the "London Stock Exchange").
26 February 2015
Sherborne Investors (Guernsey) B Limited
Publication of Prospectus
Sherborne Investors (Guernsey) B Limited (the "Company") announces that it has today published a prospectus (the "Prospectus") in relation to the issue of up to 111,091,871 new A ordinary shares (the "Placing Shares") at a price of 93.5 pence per Placing Share.
The Prospectus has been approved by the UK Listing Authority. A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus will also shortly be available on the Company's website at www.sherborneinvestorsguernseyb.com.
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Enquiries:
FTI Consulting +44 (0)20 7831 3113
Jonathon Brill
Numis Securities Limited (Broker) +44 (0)20 7260 1275
David Benda
Sherborne Investors (Guernsey) B Limited +44 (0)14 8171 3843
Talmai Morgan (Chairman)
Gillian Newton (Administrator)
Important Notice
This announcement has been prepared by, and is the sole responsibility of, Sherborne Investors (Guernsey) B Limited (the "Company") in relation to the placing (the "Placing") of new A ordinary shares ("Placing Shares") and their admission to trading on the Specialist Fund Market of the London Stock Exchange plc ("Admission").
No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this announcement by Sherborne Investors Management (Guernsey) LLC ("Sherborne Investors"), the Company, or any of their members, employees, Numis Securities Limited ("Numis"), HSBC Bank plc ("HSBC" and, together with Numis, the "Joint Bookrunners"), other advisers or any of their respective directors, officers, partners, employees, agents or any other person. To the fullest extent permissible by law, each of the Company, Numis and HSBC and their respective directors, officers, partners, employees, agents and affiliates disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with the matters referred to in this announcement.
No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information contained in this announcement is not intended to provide, and should not be relied upon, for accounting, legal, tax advice or investment recommendations. Investors should consult their tax, legal, accounting or other professional advisors about the issues discussed herein. The information contained in this announcement is for information purposes only and does not purport to be full or complete and none of Sherborne Investors, the Company, Numis, HSBC nor any of their respective affiliates undertakes any obligation to update or correct any errors or inaccuracies in any of the information presented herein. The information in this announcement is subject to change. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer or inducement or invitation or commitment to subscribe for or purchase any investment nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The receipt of this announcement in no way renders you a client of Sherborne Investors, Numis or HSBC.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession these materials come should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for distribution (directly or indirectly) to U.S. Persons (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) or into the United States, Canada, Australia, the Republic of South Africa, or Japan. Any failure to comply with the above restrictions may constitute a violation of such securities laws. This announcement is and may be communicated only to (and is directed only at) persons to whom such communication may lawfully be made. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"), and investors in shares of the Company will not be entitled to the benefits of the U.S. Investment Company Act. In addition, the Placing Shares referred to herein have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws and under circumstances that would not require the Company to register under the U.S. Investment Company Act. No public offer of the shares of the Company is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. Any failure to comply with the above restrictions may constitute a violation of such securities laws.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement or the Prospectus or any other transaction or arrangement referred to herein.
HSBC Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement or the Prospectus or any other transaction or arrangement referred to herein.