TIDMSKS
RNS Number : 2556L
Shanks Group PLC
29 September 2016
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION TO PERSONS, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BREACH ANY APPLICABLE LAW. NO PUBLIC OFFER OF SECURITIES IS
BEING MADE BY VIRTUE OF THIS ANNOUNCEMENT.
29 September 2016
Shanks Group plc
("Shanks" or the "Company")
Publication of Combined Circular and Prospectus and Receipt of
Additional Irrevocable
Further to the announcement earlier today by Shanks regarding
the proposed merger with van Gansewinkel Groep B.V. and Proposed
Firm Placing and Rights Issue to raise gross proceeds of
approximately GBP141 million, the Company announces that the
Combined Circular and Prospectus relating to the Merger and Equity
Issue have been approved by the UK Listing Authority.
Copies of the Combined Circular and Prospectus will be posted to
Shareholders today. The Combined Circular and Prospectus will be
made available on Shanks' website, www.shanksplc.com, and will be
submitted to the National Storage Mechanism, where it will be
available for inspection at www.hemscott.com/nsm.do. Copies of the
Combined Circular and Prospectus will also be available for
inspection during normal business hours on any Business Day, free
of charge, for a period of 12 months from today's date at the
registered office of Shanks at 16 Charlotte Square, Edinburgh EH2
4DF, United Kingdom.
The Company is also pleased to announce that it has received
further VGG shareholder support from funds managed by Alcentra
Limited, as a result of which, the largest three shareholders of
VGG Topco 1 SCA (the ultimate parent of VGG), representing an
aggregate of approximately 55% of its share capital, have now
irrevocably undertaken to vote in favour of the Merger.
Terms used in this announcement shall have the same meanings as
set out in the Combined Circular and Prospectus.
Enquiries:
Brunswick Group +44 207 404 5959
Mike Smith
Simone Selzer
IMPORTANT NOTICE:
Greenhill is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Investec is authorised in the
United Kingdom by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation
Authority. Greenhill and Investec are acting for Shanks and no one
else in connection with the Merger and will not regard any other
person as a client in relation to the Merger and will not be
responsible to anyone other than Shanks for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Merger or any other matter,
transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Greenhill and Investec in their capacities as
Joint Sponsors by the FSMA, neither of Greenhill and Investec, nor
any of their respective officers, employees and agents, 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 any of them, or on their behalf, in
connection with Shanks 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 Greenhill and
Investec accordingly disclaim 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 Greenhill and Investec and/or their affiliates
provide various investment banking, commercial banking and
financial advisory services from time to time to Shanks.
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 Group, Greenhill
and/or Investec. Subject to the Listing Rules, the Prospectus Rules
and the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Group or VGG since the date of this
announcement or that the information in it is correct as at any
subsequent date.
The information contained in this announcement is not for
release, publication or distribution to persons in whole or in
part, directly or indirectly in or into Australia, Canada, Japan,
the Republic of South Africa or the United States or in any
jurisdiction where to do so would breach any applicable law. No
public offer of securities is being made by virtue of this
announcement.
This announcement has been prepared for the purposes of
complying with the applicable law and regulation of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
This announcement is not an offer of securities for sale in the
United States. The securities referred to herein have not been, and
will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States. The securities
referred to herein may not be offered or sold in the United States
absent registration or an exemption from registration under the
Securities Act. There will be no public offer of securities in the
United States.
This announcement is intended for distribution only to persons
in Australia who are "sophisticated investors" or "professional
investors" (within the meaning of sections 708(8), and 708(11) of
the Australian Corporations Act 2001 (Cth) and a "wholesale client"
(within the meaning of section 761G of the Australian Corporations
Act 2001 (Cth)).
This announcement is not intended to, and does not constitute or
form part of any offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities pursuant to this announcement or
otherwise in any jurisdiction.
This announcement has been issued by and is the sole
responsibility of the Company.
Neither the content of the Group's nor VGG Group's website, nor
any website accessible by hyperlinks on the Group's or VGG Group's
website is incorporated in, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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