TIDMLRD
RNS Number : 7028Z
Laird PLC
16 March 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA, HONG
KONG, THE REPUBLIC OF INDIA, JAPAN, REPUBLIC OF KOREA, MALAYSIA,
MEXICO, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE,
SWITZERLAND, TAIWAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW
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 SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY
REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE
AVAILABLE FROM THE REGISTERED OFFICE OF LAIRD PLC AND ON ITS
WEBSITE AT WWW.LAIRD-PLC.COM.
16 March 2017
Laird PLC (Laird or the Company)
Results of General Meeting
The Company announces that, at the General Meeting held earlier
today, the resolution set out in the Notice of General Meeting
contained within the combined prospectus and circular posted to
shareholders on 28 February 2017 (the Resolution) was duly passed
without amendment on a show of hands by the requisite majority of
shareholders of the Company present.
Details of the total votes received in relation to the
Resolution are as follows:
Resolution Votes FOR(1,2) Votes AGAINST(2) Number Total Votes
of Votes Cast (Excluding
Withheld(3) Withheld)
---------------- --------------- ----------------- ------------- -----------------
Allotment
of New Shares 218,323,116 1,083,867 359,100 219,406,983
(99.51%) (0.49%)
---------------- --------------- ----------------- ------------- -----------------
Notes:
1) Votes in favour include proxy votes where the Chairman of the
General Meeting was given discretion regarding how to vote.
2) Percentages are expressed as a proportion of total votes cast
(which does not include votes withheld).
3) A 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' the
Resolution.
The Record Date for entitlements under the Rights Issue was the
close of business on 14 March 2017. As at the Record Date, the
total number of Existing Shares eligible to be voted at the General
Meeting was 271,445,376 Shares.
The passing of the Resolution will enable the Company to proceed
with the fully underwritten Rights Issue to raise net proceeds of
approximately GBP175 million. The Rights Issue remains conditional
upon, amongst other things, Admission of the New Shares (nil paid)
having occurred not later than 8.00 a.m. on 17 March 2017 (or such
later time and date as the Sole Global Coordinator may agree).
Provisional Allotment Letters in connection with the Rights
Issue are expected to be posted today to Qualifying non-CREST
Shareholders and Qualifying CREST Shareholders will receive a
credit to their appropriate stock accounts in CREST in respect of
the Nil Paid Rights to which they are entitled as soon as
practicable after 8.00 a.m. on 17 March 2017.
Applications have been made to the UK Listing Authority for
217,156,300 New Shares to be admitted to the premium listing
segment of the Official List and to the London Stock Exchange for
such New Shares to be admitted (nil paid) to trading on the main
market for listed securities. These New Shares will be issued under
authority granted by the Resolution at today's General Meeting.
It is expected that Admission will take place, and that dealings
(for normal settlement) in the New Shares will commence, nil paid,
at 8.00 a.m. on 17 March 2017. The latest date for acceptance,
payment in full and registration of renunciation of Provisional
Allotment Letters for the Rights Issue is 11.00 a.m. on 3 April
2017. The expected timetable for the Rights Issue is set out in the
Appendix to this announcement.
A copy of the Resolution passed at the General Meeting has been
submitted to the National Storage Mechanism in accordance with
Listing Rules 9.6.2R and 9.6.3R and will be available for
inspection at http://www.morningstar.co.uk/uk/nsm.
Capitalised terms not defined herein have the meanings given to
them in the combined circular and prospectus published by the
Company on 28 February 2017, which is available on the Company's
website (www.laird-plc.com).
ENQUIRIES
Laird plc MHP Communications
Tony Quinlan, Chief Executive Reg Hoare
Officer Jamie Ricketts
Kevin Dangerfield, Chief
Financial Officer
Lucie Harwood, Head of Tim Rowntree
Treasury & Investor Relations Ollie Hoare
Tel: +44 (0)20 7468 4040 Tel: +44 (0)20 3128
8100
Rothschild JP Morgan Cazenove
Ravi Gupta Michael Wentworth-Stanley
Richard Sedlacek Richard Perelman
Charles Pretzlik
Tel: +44 (0)20 7280 5000
Tel: +44 (0)20 7777
4000
Numis
Christopher Wilkinson
Simon Willis
Jamie Loughborough
Tel: +44 (0)20 7260 1000
Important Notice
This announcement has been issued by and is the sole
responsibility of Laird. 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 by Laird in connection with the Rights Issue. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its accuracy or completeness. The information in this announcement
is subject to change.
A copy of the Prospectus is available from the registered office
of Laird and on Laird's website at www.laird-plc.com. The
Prospectus is not, subject to certain exceptions, available
(through the website or otherwise) to Shareholders in the United
States of America, Australia, Canada, the People's Republic Of
China, Hong Kong, the Republic of India, Japan, Republic of Korea,
Malaysia, Mexico, New Zealand, the Republic of South Africa,
Singapore, Switzerland or Taiwan. Neither the content of Laird's
website nor any website accessible by hyperlinks on Laird's website
is incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the New Shares, the Nil Paid
Rights and the Fully Paid Rights being offered pursuant to the
Rights Issue.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights, the New
Shares and the Provisional Allotment Letters have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, within the United States, except pursuant to an
applicable 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 offer
of the securities in the United States. None of the New Shares, the
Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment
Letters, the Form of Proxy, this announcement or any other document
connected with the Rights Issue has been or will be approved or
disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, and none of
the foregoing authorities or any securities commission has passed
upon or endorsed the merits of the offering of the New Shares, the
Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment
Letters, the Form of Proxy or the accuracy or adequacy of this
announcement or any other document connected with the Rights Issue.
Any representation to the contrary is a criminal offence in the
United States.
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. No 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 will be made 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 the United States or any other Excluded Territory,
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.
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 Letters should not be distributed, forwarded
to or transmitted in or into the United States or any other
Excluded Territory.
Recipients of this announcement and/ or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
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.
Notice to all investors
J.P. Morgan Securities plc (which conducts its UK investment
banking services as J.P. Morgan Cazenove) is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the FCA and the PRA. N M Rothschild & Sons Limited (Rothschild)
and Numis Securities Limited (Numis) are each authorised and
regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove,
Numis and Rothschild are acting exclusively for Laird and are
acting for no one else in connection with the Rights Issue and will
not regard any other person as a client in relation to the Rights
Issue and will not be responsible to anyone other than Laird for
providing the protections afforded to their respective clients, nor
for providing advice in connection with the Rights Issue or any
other matter, transaction or arrangement referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove and Rothschild in their
capacities as Joint Sponsors by the FSMA, none of J.P. Morgan
Cazenove, Numis or Rothschild accept any responsibility or
liability whatsoever and make no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, fairness, sufficiency, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with Laird or the Nil
Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New
Shares or the Rights Issue 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. Each of J.P. Morgan
Cazenove, Numis and Rothschild 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
above) which it might otherwise have in respect of this
announcement or any such statement. Each of J.P. Morgan Cazenove,
Numis and Rothschild and/or their affiliates provides various
investment banking, commercial banking and financial advisory
services from time to time to Laird.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Provisional Allotment Letters
and, if given or made, such information or representations must not
be relied on as having been authorised by Laird or J.P. Morgan
Cazenove, Numis and Rothschild. Subject to the Listing Rules, the
Prospectus Rules and the Transparency Rules of the Financial
Conduct Authority and the Disclosure Requirements, the issue of
this announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of Laird
since the date of this announcement or that the information in it
is correct as at any subsequent date.
J.P. Morgan Cazenove, Numis and their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to 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.
Accordingly, references in the Prospectus to the Nil Paid Rights,
Fully Paid Rights, Provisional Allotment Letters or New Shares
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, J.P. Morgan
Cazenove, Numis and any of their respective affiliates acting as
investors for their own accounts. Except as required by applicable
law or regulation, J.P. Morgan Cazenove and Numis do not propose to
make any public disclosure in relation to such transactions.
Appendix
Expected Timetable for the Rights Issue (1) (2)
General 10.30 a.m. on 16 March 2017
Meeting..................................................
.....................
Date of dispatch of Provisional Allotment Letters (to
Qualifying non-CREST Shareholders only(3) 16 March 2017
)...............................................
Publication of notice in the London 16 March 2017
Gazette.................................
Special Dealing Service open for 16 March 2017
applications..............................
Dealings in New Shares, nil paid, commence on the London
Stock 8.00 a.m. on 17 March 2017
Exchange.................................................
.....................
Existing Shares marked ex-Rights (the "Ex-Rights 8.00 a.m. on 17 March 2017
Date")...........
CREST Stock accounts credited with Nil Paid Rights (for
Qualifying CREST Shareholders only(3) as soon as practicable after 8.00 a.m. on 17 March 2017
).....................................
Nil Paid Rights and Fully Paid Rights enabled in CREST
(for Qualifying CREST Shareholders as soon as practicable after 8.00 a.m. on 17 March 2017
only(3) ).....................................
Latest time for receipt of instructions under Special
Dealing Service in respect of Cashless 3.00 p.m. on 23 March 2017
Take-up or disposal of Nil Paid
Rights...................................................
....................................
Recommended latest time for requesting withdrawal of Nil
Paid Rights or Fully Paid Rights
from CREST (i.e. if your Nil Paid Rights or Fully Paid
Rights are in CREST and you wish to 4.30 p.m. on 27 March 2017
convert them into certificated
form)....................................................
....
Dealings carried out in relation to the Cashless Take-up
or disposal of Nil Paid Rights under 28 March 2017
the Special Dealing Service.......
Latest time and date for depositing renounced Provisional
Allotment Letters, nil paid or fully
paid, into CREST or for dematerialising Nil paid Rights 3.00 p.m. on 28 March 2017
into a CREST stock account.........
Latest time and date for splitting Provisional Allotment 3.00 p.m. on 29 March 2017
Letters.....
Despatch of cheques in relation to net proceeds of
disposal of Nil Paid Rights under the Special 30 March 2017
Dealing Service.............................
Latest time and date for acceptance and payment in full
and registration of renounced Provisional 11.00 a.m. on 3 April 2017
Allotment Letters.....
Expected date of announcement of results of the Rights
Issue through a Regulatory Information 4 April 2017
Service...................................
Dealings in the New Shares, fully paid, commence on the
London Stock Exchange fully 8.00 a.m. on 4 April 2017
paid.........................................
New Shares credited to CREST stock accounts (for
Qualifying CREST Shareholders only(3) as soon as practicable after 8.00 a.m. on 4 April 2017
).....................................................
Despatch of definitive share certificates for New Shares
in certificated form (to Qualifying
non-CREST Shareholders only(3) ) and Premium Payments (if by no later than 11 April 2017
applicable) of Nil Paid Rights not
taken
up.......................................................
............................
Notes:
(1) The times and dates set out in the expected timetable of
principal events above may be adjusted by the Company, in which
event details of the new dates will be notified to the FCA and to
the London Stock Exchange and, where appropriate, to
Shareholders.
(2) References to times in this document are to London time unless otherwise stated.
(3) Subject to certain restrictions relating to Overseas Shareholders.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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