Somero Regulatory News (SOM)

1 Nov 2006 08:05

Somero Enterprises Inc.01 November 2006 Embargoed for 08.05 hrs 1 November 2006 This announcement is not a prospectus. Investors should not subscribe for orpurchase any securities referred to in this announcement except on the basis of information published in the admission document dated 27 October 2006 relating to Somero Enterprises, Inc. THIS DOCUMENT MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO US PERSONS OR TO RESIDENTS, NATIONALS OR CITIZENS OF CANADA, JAPAN OR AUSTRALIA. Somero Enterprises, Inc. Somero Enterprises, Inc. (R) ("Somero" or "the Company"), a U.S.-based designer and manufacturer of concrete construction equipment, announces that theCompany's Common Shares have today been admitted to trading on the AIM market of the London Stock Exchange ("AIM"). The Company's trading symbol is SOM. Admission details • On Friday 27 October 2006 it was announced that the Common Shares being offered to institutional and professional investors (the "Placing") would be priced at 125p per share. • Based on this Placing Price, the market capitalisation of the Company following the Placing was £42.85m. • The number of Common Shares in issue at listing was 34,281,968. • The Company raised approximately $10.03 million (£5.35m) in gross proceeds from the Placing before expenses. Approximately $40.13 million (£21.41m) in gross proceeds was received by Somero Holdings, LLC, the Company's existing sole shareholder, which is controlled by The Gores Group, LLC ("Gores"), a private equity firm based in Los Angeles, California. • Somero Holdings, LLC remains a significant shareholder in Somero, retaining 37.55% of the issued share capital of the Company following its Admission today to the AIM market. • The Company intends to use the net proceeds received from the Placing, together with cash on hand, to repay a portion of its outstanding indebtedness. Jefferies International Limited acted as Lead Manager and Nominated Advisor andCollins Stewart Europe Limited acted as Co-Lead Manager for the Placing. Enquiries: Financial Dynamics +44 (0)20 7831 3113Edward Bridges, Managing DirectorHarriet Keen, Senior Vice PresidentMatt Dixon, Consultant U.S. Dollar amounts or Pounds Sterling amounts included in this document thathave been translated from Pounds Sterling or U.S. Dollars, respectively, havebeen calculated using an exchange rate of £1.00 equals $1.8745 (being the noonbuying rate as certified for customs purposes by the Federal Reserve Bank of NewYork on 24 October 2006). "Somero", "Somero Enterprises" and "Laser Screed" are registered trademarks ofthe Company in the United States. "Laser Screed" is a registered trademark ofthe Company in Switzerland and the European Community. This document alsoincludes other registered and unregistered trademarks of the Company and otherpersons. The contents of this announcement, which have been prepared by and are the soleresponsibility of the Company, have been approved by Jefferies InternationalLimited solely for the purposes of section 21(2)(b) of the Financial Servicesand Markets Act 2000. Jefferies International Limited and Collins Stewart Europe Limited, each ofwhich is authorised and regulated in the United Kingdom by the FinancialServices Authority, is each advising the Company in relation to the Placing.Jefferies International Limited and Collins Stewart Europe Limited is eachacting exclusively for the Company and no one else and will not be responsibleto anyone other than the Company for providing the protections afforded to thecustomers of Jefferies International Limited or Collins Stewart Europe Limitednor for providing any advice in relation to the Placing or any other matterreferred to herein. This announcement does not constitute or form part of any offer or invitation tosell, or any solicitation of any offer to purchase any securities and anypurchase, shares of the Company. Any purchase of shares of the Company pursuantto the Placing should only be made on the basis of the information contained inthe formal AIM admission document which was issued by the Company on 27 October2007 in connection with the Placing (the "Admission Document") and anysupplement or amendment thereto. The Admission Document contains detailedinformation about the Company and its management, as well as financial data. The Placing will be made in the United Kingdom to institutional investors andcertain limited others. Neither this announcement nor any copy of it may betaken or transmitted into the United States, Australia, Canada or Japan or to aresident, national or citizen of the United States, Australia, Canada or Japan.The Placing and the distribution of this announcement and other information inconnection with the placing in certain jurisdictions may be restricted by lawand persons into whose possession any document or other information referred toherein comes should inform themselves about and observe any such restriction.Any failure to comply with these restrictions may constitute a violation of thesecurities laws of any such jurisdiction. No shares or stock in the Company have been nor will they be registered underthe applicable securities laws of Australia, Canada or Japan and may not beoffered or sold within Australia, Canada or Japan or to, or for the account orbenefit of citizens or residents of Australia, Canada or Japan. This announcement is not for distribution, directly or indirectly, in or intothe United States or to any U.S. person (as defined in Regulation S under theU.S. Securities Act of 1933, as amended (the "Securities Act")). The shares ofthe Company have not been and will not be registered under the Securities Actand may not be offered or sold in the United States or to, or for the account orbenefit of, U.S. persons except pursuant to (i) a transaction meeting therequirements of Rules 901 through 905 (including Preliminary Notes) ofRegulation S, (ii) an effective registration statement under the Securities Act,or (iii) an exemption from the registration requirements of the Securities Act.Hedging transactions involving shares of the Company may not be conducted unlessin compliance with the Securities Act. This announcement does not constitute a recommendation concerning the shares ofthe Company. The price and value of securities may go down as well as up. Pastperformance is not necessarily a guide to future performance. Persons needingadvice should contact a professional adviser. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can be identifiedby the use of forward-looking terminology, including the terms "believes","estimates", "plans", "projects", "anticipates", "expects", "intends", "may","will", or "should" or, in each case, their negative or other variations orcomparable terminology. These forward-looking statements include matters thatare not historical facts and include statements regarding the Company'sintentions, beliefs or targets. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements. Forward-looking statements may and often do differ materially from actualresults. Any forward-looking statements in this announcement reflect theCompany's view with respect to future events as at the date of this announcementand are subject to risks relating to future events and other risks,uncertainties and assumptions relating to the Company's operations, results ofoperations, growth strategy and liquidity. Save as required by law or by theAIM Rules of the London Stock Exchange, the Company undertakes no obligationpublicly to release the results of any revisions to any forward-lookingstatements in this announcement that may occur due to any change in itsexpectations or to reflect events or circumstances after the date of thisannouncement. Information in this document or any of the documents relating to the placingcannot be relied upon as a guide to future performance. ENDS This information is provided by RNS The company news service from the London Stock Exchange