TIDMTRK
RNS Number : 6852R
Torotrak PLC
30 June 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS
OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS
NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED
TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION
CONTAINED IN THE PROSPECTUS PUBLISHED BY TOROTRAK PLC DATED 30 JUNE
2015.
30 June 2015
Torotrak plc
("Torotrak" or the "Company")
Publication of Prospectus
Further to the announcement published earlier today in
connection with, inter alia, the Proposals, the Company confirms
that its Prospectus dated 30 June 2015 has today been published.
Unless defined herein, defined terms in this announcement shall
have the same meaning as given in the Prospectus.
Copies of the Prospectus are available for inspection during
usual business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the registered office of the Company at 1
Aston Way, Leyland, Preston, Lancashire PR26 7UX, on the Company's
website, www.torotrak.com, and at the offices of Tavistock
Communications at 131 Finsbury Pavement, London EC2A 1NT.
An electronic copy of the Prospectus has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at http://www.morningstar.co.uk/uk/NSM.
For more information, please contact:
Torotrak plc +44 1772 900 931
Adam Robson, Chief Executive Officer
Rex Vevers, Finance Director
Charles Stanley Securities (Joint Financial Adviser &
Joint Broker) +44 20 7149 6000
Marc Milmo / Karri Vuori / Freddie Crone
Cantor Fitzgerald Europe (Joint Financial Adviser & Joint
Broker) +44 20 7894 7000
Rick Thompson / Will Goode / David Banks
Tavistock +44 20 7920 3150
Simon Hudson / James Collins
IMPORTANT NOTICE
This announcement is not a prospectus but an advertisement and
Qualifying Shareholders should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement. The distribution of this
announcement, the Prospectus and any other documentation associated
with the Proposals into jurisdictions other than the United Kingdom
may be restricted by law. Persons into whose possession these
documents come should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws or regulations of any
such jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from the United States, Canada,
Japan or Australia or any other jurisdiction where to do so may
constitute a violation of the securities laws or regulations of any
such jurisdiction (each an "Excluded Territory").
No action has been taken by the Company or any other person that
would permit an offer of the New Ordinary Shares or possession or
distribution of this announcement, the Prospectus or any other
documentation or publicity material or the Application Form in any
jurisdiction where action for that purpose is required, other than
in the United Kingdom.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US 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 offer of the New Ordinary Shares in the
United States. The New Ordinary Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The New Ordinary Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the New Ordinary Shares or the accuracy or
adequacy of the Application Form or this announcement. Any
representation to the contrary is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Excluded Territory and may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly,
within any Excluded Territory except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of New Ordinary Shares in Canada, Japan, or Australia.
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
New Ordinary Shares. In particular, this announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company, Charles Stanley Securities or Cantor
Fitzgerald Europe. Subject to the Listing Rules, the Prospectus
Rules and the Disclosure and Transparency Rules the issue of this
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
contained in it is correct at any subsequent date.
Charles Stanley Securities, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and no one else in connection with the Proposals
and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Proposals and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Proposals or any matters referred to in
this announcement.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and no one else in connection with the Proposals
and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Proposals and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Proposals or any matters referred to in
this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Charles Stanley Securities or Cantor Fitzgerald
Europe by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, neither Charles Stanley
Securities or Cantor Fitzgerald Europe accepts any responsibility
whatsoever for the contents of this announcement, and makes no
representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by them, or on their behalf, in connection with the Company or
the New Ordinary Shares or the Proposals, 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.
Charles Stanley Securities and Cantor Fitzgerald Europe accordingly
disclaim to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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