TIDMGFRD
RNS Number : 9453K
Galliford Try PLC
16 April 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, ANY OF THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE OF THIS ANNOUNCEMENT.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
16 April 2018
Galliford Try plc
Results of Rights Issue
Galliford Try plc ("Galliford Try" or the "Company") today
announces that the 1 for 3 Rights Issue of 27,741,204 New Ordinary
Shares at 568 pence per New Ordinary Share announced on 27 March
2018 closed for acceptances at 11:00 a.m. on 13 April 2018. The
Company received valid acceptances in respect of 25,385,074 New
Ordinary Shares, representing approximately 91.50 per cent. of the
total number of New Ordinary Shares to be issued pursuant to the
fully underwritten Rights Issue.
It is expected that the New Ordinary Shares in uncertificated
form will be credited to CREST accounts by no later than today and
that definitive share certificates in respect of New Ordinary
Shares held in certificated form will be dispatched by no later
than 25 April 2018.
It is expected that the New Ordinary Shares will commence
trading, fully paid, on the London Stock Exchange plc's main market
for listed securities at 8:00 a.m. on 16 April 2018.
In accordance with their obligations as Joint Bookrunners, HSBC
Bank plc, Peel Hunt LLP and Barclays Bank plc will use reasonable
endeavours to procure acquirers for the remaining 2,356,130 New
Ordinary Shares. The net proceeds from the placing of such New
Ordinary Shares (after the deduction of the Issue Price of 568
pence per New Ordinary Share and the expenses of procuring
subscribers) will be paid (without interest) to those Shareholders
whose rights have lapsed in accordance with the terms of the Rights
Issue, pro rata to their lapsed provisional allotments, save that
individual amounts of less than GBP5.00 will not be paid to such
persons but will be paid to the Company.
A further announcement as to the number of New Ordinary Shares
for which subscribers have been procured will be made in due
course.
Defined terms in this announcement shall have the same meanings
as in the Prospectus dated 27 March 2018, unless the context
requires otherwise.
For further information, please contact:
Galliford Try 01895 855 001
Peter Truscott, Chief Executive
Graham Prothero, Finance Director
Rothschild (Financial Adviser to Galliford Try) 020 7280
5000
John Deans
Alex Midgen
Peter Nicklin
Peter Everest
HSBC Bank plc 020 7991 8888
(Joint Sponsor, Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
Mark Dickenson
Richard Fagan
Simon Cloke
Keith Welch
Peel Hunt LLP 020 7418 8900
(Joint Sponsor, Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
Charles Batten
Edward Knight
Harry Nicholas
Max Irwin
Barclays Bank PLC (Joint Bookrunner) 020 7623 2323
James Thomas
Lawrence Jamieson
Tulchan Communications (PR adviser to Galliford Try) 020 7353 4200
James Macey White
Martin Pengelley
Elizabeth Snow
Notes to editors
Galliford Try is listed on the London Stock Exchange and is a
member of the FTSE 250. Housebuilding - through the Linden Homes
business - develops private and affordable homes in prime
locations. Partnerships & Regeneration - the regeneration
business - delivers mixed-tenure solutions working with housing
association, local authority and private sector partners. Operating
as Galliford Try and Morrison Construction, the Construction
business carries out building and infrastructure projects with
clients in the public, private and regulated sectors. At the end of
the last financial year to 30 June 2017, the Group generated
revenue of GBP2.8 billion.
Important Notice
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING
IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE NEW
ORDINARY SHARES OR ANY OTHER SECURITIES. NOTHING IN THIS
ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE
RIGHTS ISSUE. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE,
SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE
MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND
INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE
PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM THE COMPANY'S
REGISTERED OFFICE AND THE COMPANY'S WEBSITE:
WWW.GALLIFORDTRY.CO.UK
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. The
information in this announcement is subject to change. Nothing in
this announcement should be interpreted as a term or condition of
the Rights Issue.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of,
and should not be construed as, any offer, invitation or
recommendation to purchase, sell or subscribe for any securities in
any jurisdiction and neither the issue of the information nor
anything contained herein shall form the basis of or be relied upon
in connection with, or act as an inducement to enter into, any
investment activity.
Any offer to acquire the Company's securities pursuant to the
offering referred to in these materials will be made, and any
investor should make his/her investment decision, solely on the
basis of information that is contained in the Prospectus. Copies of
the Prospectus may be obtained at no cost from the Company, the
Company's receiving agent, Equiniti Limited, or through the website
of the Company at www.gallifordtry.co.uk, provided that the
Prospectus will not, subject to certain exceptions, be available
(whether through the website or otherwise) to Shareholders in the
United States and the other Excluded Territories. The Prospectus
will give further details of the New Ordinary Shares, the Nil Paid
Rights and the Fully Paid Rights (the "Securities") being offered
pursuant to the Rights Issue.
The information contained herein is not for distribution or
publication, whether directly or indirectly and whether in whole or
in part, in or into the United States or any of the other Excluded
Territories. The distribution of this announcement and/or the
Prospectus and/or the Provisional Allotment Letter and/or the
transfer of the New Ordinary Shares into jurisdictions other than
the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement and/or the
Prospectus and/or the Provisional Allotment Letter 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, the Prospectus and the
Provisional Allotment Letter should not be distributed, forwarded
to or transmitted in or into the United States or any of the other
Excluded Territories. There will be no public offer of securities
in the United States or any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of such jurisdiction.
This announcement and the information contained herein do not
constitute an offer of securities in the United States. The
securities referred to in this announcement have not been and will
not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"), and may not be offered or sold in the United
States absent registration under the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, such
registration requirements. There will be no public offering of any
securities in the United States.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Securities. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Neither the Company nor any of their
representatives is making any representation to any offeree or
purchaser of the Securities regarding the legality of an investment
in the Securities by such offeree or purchaser under the laws
applicable to such offeree or purchaser. Each 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 in connection with the purchase of the Securities. In
making an investment decision, each investor must rely on their own
examination, analysis and enquiry of the Company and the terms of
the Rights Issue, including the merits and risks involved.
The New Ordinary Shares to be issued pursuant to the Rights
Issue will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning the Rights Issue.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the Financial Conduct Authority, in the
United Kingdom; HSBC Bank plc ("HSBC"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom; Peel Hunt LLP ("Peel Hunt") which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom;
Barclays Bank PLC ("Barclays") which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, and each of Rothschild's, HSBC's, Peel Hunt's and
Barclays' respective directors, officers, employees, agents,
affiliates, advisors and agents, are acting for Galliford Try and
no one else in connection with the Rights Issue referred to in this
announcement or any other transaction(s), arrangement(s) or
matter(s) referred to in this announcement and will not regard any
other person (whether or not a recipient of this announcement) as a
client and will not be responsible to anyone other than Galliford
Try for providing the protections afforded to their respective
clients or for providing advice in connection with the Rights Issue
referred to in this announcement or any other transaction(s),
arrangement(s) or matter(s) referred to in this announcement.
In connection with the Rights Issue, each of the Joint
Bookrunners, and any of their respective affiliates, acting as
investor for its own account, may take up the New Ordinary Shares
and/or related instruments in the Rights Issue and in that capacity
may retain, purchase or sell for its own account such securities
and any New Ordinary Shares or related investments and may offer or
sell such New Ordinary Shares or other investments otherwise than
in connection with the Rights Issue. Accordingly, references in
this announcement to New Ordinary Shares being offered or placed
should be read as including any offering or placement of New
Ordinary Shares to any of the Joint Bookrunners or any of their
respective affiliates acting in such capacity. None of the Joint
Bookrunners intends to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so. In addition, the Joint Bookrunners
or their affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners (or their affiliates) may from time to time acquire,
hold or dispose of New Ordinary Shares.
This announcement has been issued by Galliford Try and is the
sole responsibility of Galliford Try. No representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by Rothschild, HSBC, Peel Hunt or Barclays, or by any of
their affiliates or agents as to, or in relation to, the accuracy
or completeness of this announcement or any other written or oral
information made available to any interested party or its advisers,
and any responsibility or liability, whether arising in tort,
contract or otherwise in respect of this announcement or any such
statement, therefore is expressly disclaimed.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares may decline
and investors could lose all or part of their investment; the Nil
Paid Rights, the Fully Paid Rights and the New Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Nil Paid Rights, the Fully
Paid Rights and/or the New Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares and determining appropriate distribution
channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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