TIDMMNZS
RNS Number : 2750M
Menzies(John) PLC
12 October 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS
ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE
RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY
PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS WHICH WAS PUBLISHED IN CONNECTION WITH THE PROPOSED
ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE
AVAILABLE FROM THE REGISTERED OFFICE OF JOHN MENZIES PLC AND ON ITS
WEBSITE WWW.JOHNMENZIESPLC.COM.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
12 October 2016
John Menzies plc ("Menzies" or the "Company")
Admission of Nil Paid Rights
Menzies today announces that, pursuant to the Rights Issue
announced on 16 September 2016, 21,922,534 New Ordinary Shares will
be admitted to listing on the premium segment of the Official List
of the UK Listing Authority and will be admitted, nil paid, to
trading on the London Stock Exchange's main market for listed
securities at 8.00 a.m. (London time) today.
Defined terms used herein have the meanings given to them in the
combined circular and prospectus issued by Menzies dated 16
September 2016 which is available on the Company's website
(www.johnmenziesplc.com).
For further information please contact:
+44 (0) 131
John Menzies plc 459 8018
Giles Wilson, CFO, John Menzies plc
Forsyth Black, MD, Menzies Aviation
John Geddes, Group Company Secretary
and Head of Corporate Affairs
Numis Securities (Financial Adviser,
Sponsor, Joint Bookrunner and Joint +44 (0) 20
Broker to Menzies) 7260 1000
Stuart Skinner
Christopher Wilkinson
Stuart Ord
Shore Capital (Joint Bookrunner and +44 (0) 20
Joint Broker to Menzies) 7408 4090
Bidhi Bhoma
Toby Gibbs
+44 (0) 20
FTI Consulting 3727 1000
Alex Beagley
George Parker
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of John Menzies plc.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Shares referred to in this announcement except on the basis
of the information contained in the Prospectus. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. 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 in
this announcement is subject to change.
A copy of the Prospectus is available from the registered office
of Menzies and on Menzies' website at www.johnmenziesplc.com
provided that the Prospectus is not, subject to certain exceptions,
available (whether through the website or otherwise) to Menzies'
shareholders in the Excluded Territories or (subject to certain
exceptions) the United States.
Neither the content of Menzies' website nor any website
accessible by hyperlinks on Menzies' website is incorporated in, or
forms part of, this announcement. The Prospectus gives further
details of the Nil Paid Rights, the Fully Paid Rights and the New
Shares being offered pursuant to the Rights Issue.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Shares or to take up any entitlements to Nil Paid Rights in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in any of the Excluded
Territories or the United States and should not be distributed,
forwarded to or transmitted in or into any jurisdiction where to do
so might constitute a violation of local securities laws or
regulations.
This announcement does not constitute, or form part of, an offer
to sell or the solicitation of an offer to purchase or subscribe
for any Company securities in any of the Excluded Territories or
the United States. The Provisional Allotment Letters, the Nil Paid
Rights, the Fully Paid Rights and the New Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or under any securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold, taken up, exercised, resold, renounced, or otherwise
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
There will be no public offering of the Provisional Allotment
Letters, the Nil Paid Rights, the Fully Paid Rights or the New
Shares in any of the Excluded Territories or the United States.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letter should not be distributed, forwarded
to or transmitted in any of the Excluded Territories or the United
States.
This announcement does not constitute a recommendation
concerning the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
Shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Numis Securities Limited ("Numis") which is authorised and
regulated by the FCA in the United Kingdom, is acting solely for
the Company in relation to the Rights Issue and nobody else
(whether or not a recipient of this announcement) as a client in
relation to the Proposed Acquisition, the Rights Issue and
Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to the clients of
Numis nor for providing advice in relation to the Proposed
Acquisition, the Rights Issue and Admission or any other matter
referred to in this announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed upon Numis by the
FSMA or the regulatory regime established thereunder, Numis does
not accept any responsibility whatsoever or make any representation
or warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Nil Paid
Rights, the Fully Paid Rights, the New Ordinary Shares, the
Provisional Allotment Letters, the Rights Issue or the Proposed
Acquisition, and nothing in this announcement is, or shall be
relied upon as, a promise or representation in the respect, whether
as to the past or future. Numis accordingly disclaims, to the
fullest extent permitted by law, all and any responsibility and
liability whether arising in tort, contract or otherwise (save as
referred to herein) which it might otherwise have in respect of
this announcement or any such statement.
Shore Capital Stockbrokers Limited ("Shore Capital", and
together with Numis, the "Banks") which is authorised and regulated
by the FCA in the United Kingdom is acting solely for the Company
in relation to the Rights Issue and nobody else (whether or not a
recipient of this announcement) as a client in relation to the
Proposed Acquisition, the Rights Issue and Admission and will not
be responsible to anyone other than the Company for providing the
protections afforded to the clients of Shore Capital nor for
providing advice in relation to the Rights Issue or any other
matter referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed upon
Shore Capital by the FSMA or the regulatory regime established
thereunder, Shore Capital does not accept any responsibility
whatsoever or make any representation or warranty, express or
implied, concerning the contents of this announcement, including
its accuracy, completeness or verification, or concerning any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Nil Paid Rights, the Fully Paid
Rights, the New Ordinary Shares, the Provisional Allotment Letters,
or the Rights Issue or the Proposed Acquisition, and nothing in
this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future.
Shore Capital accordingly disclaims, to the fullest extent
permitted by law, all and any responsibility and liability
whether
arising in tort, contract or otherwise (save as referred to
herein) which it might otherwise have in respect of this
announcement or any such statement.
Neither of the Banks accept any responsibility whatsoever for
the contents of this announcement or the Prospectus, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company, the Nil Paid Rights, the Fully Paid Rights, the
Provisional Allotment Letter, the New Shares, the Rights Issue or
the Acquisition. The Banks accordingly disclaim all and any
liability to the fullest extent permitted by law, whether arising
in tort, contract or otherwise, which they might otherwise have in
respect of this announcement or the Prospectus or any such
statement.
The Banks may, in accordance with applicable laws and
regulations and the terms of the Underwriting Agreement, engage in
transactions in relation to the Provisional Allotment Letters, the
Nil Paid Rights, the Fully Paid Rights, the New Shares and/or
related instruments for their own account for the purpose of
hedging their underwriting exposure or otherwise. Except as
required by applicable laws or regulations, the Banks do not
propose to make any public disclosure in relation to such
transactions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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