TIDMABC
RNS Number : 6618I
J.P. Morgan Securities PLC.
27 March 2015
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
RESULT OF PLACING OF ORDINARY SHARES IN ABCAM PLC
Further to the announcement made on 26 March 2015, Dr. Jonathan
Milner, a Director of Abcam PLC ("Abcam" or the "Company") and
certain Trusts, of which Dr Jonathan Milner is a trustee, announce
that they have sold in aggregate 4,630,000 ordinary shares of 0.2
pence each in the Company (the "Placing Shares") at a price of 465
pence per Placing Share (the "Placing") raising in aggregate gross
proceeds of approximately GBP21.5 million.
The proceeds of the Placing are payable in cash on usual
settlement terms, and closing of the Placing is expected to occur
on a T+2 basis on 31 March 2015, subject to the satisfaction or
waiver of certain customary conditions.
Following this transaction, Dr Milner's total interest in the
Company has decreased by 4,630,000 ordinary shares and is now
23,303,266 ordinary shares of 0.2p each, representing approximately
11.6% of the Company's issued share capital.
J.P. Morgan Securities plc (which conducts its investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove") and Peel Hunt LLP ("Peel Hunt") are acting as Joint
Bookrunners in connection with the Placing.
Enquiries:
J.P.Morgan Cazenove + 44 (0) 20 7742 4000
James Mitford / Charles Pretzlik
Peel Hunt + 44 (0) 20 7418 8900
Clare Terlouw / Al Rae
IMPORTANT NOTICE
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU
DIRECTIVE 2003/71/EC, AS AMENDED, INLCUDING BY THE 2010 PROSPECTUS
DIRECTIVE AMENDING DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE")
("QUALIFIED INVESTORS"); and (2) PERSONS IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS AND WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES MAY OTHERWISE BE LAWFULLY COMMUNICATED OR MADE
(ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE
PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Australia, Canada, Japan, the Republic of South
Africa or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the Placing
Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
the Sellers, J.P. Morgan Cazenove or Peel Hunt or any of their
respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Australia, Canada, Japan or the Republic of South Africa. Any
failure to comply with this restriction may constitute a violation
of United States, Australian, Canadian, Japanese or South African
securities laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, J.P. Morgan Cazenove
or Peel Hunt or any of their respective affiliates that would, or
which is intended to, permit a public offer of the Placing Shares
in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Sellers, J.P. Morgan
Cazenove or Peel Hunt to inform themselves about and to observe any
applicable restrictions.
J.P. Morgan Securities plc, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting only for the Sellers in connection with the
Placing and will not be responsible to anyone other than the
Sellers for providing the protections offered to the clients of
J.P. Morgan Securities plc, nor for providing advice in relation to
the Placing or any matters referred to in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting only for the
Sellers in connection with the Placing and will not be responsible
to anyone other than the Sellers for providing the protections
offered to the clients of Peel Hunt LLP, nor for providing advice
in relation to the Placing or any matters referred to in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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