Released : 16 Mar 2017 12:26
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF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 END 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:
Number of Votes
Total Votes Cast (Excluding Withheld)
Allotment of New Shares
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 £175 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).
Tony Quinlan, Chief Executive Officer
Kevin Dangerfield, Chief Financial Officer
Lucie Harwood, Head of Treasury & Investor Relations
Tel: +44 (0)20 7468 4040
Tel: +44 (0)20 3128 8100
JP Morgan Cazenove
Tel: +44 (0)20 7280 5000
Tel: +44 (0)20 7777 4000
Tel: +44 (0)20 7260 1000
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.
Expected Timetable for the Rights Issue (1) (2)
10.30 a.m. on 16 March 2017
Date of dispatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only(3))...............................................
Publication of notice in the London Gazette.................................
Special Dealing Service open for applications..............................
Dealings in New Shares, nil paid, commence on the London Stock Exchange......................................................................
8.00 a.m. on 17 March 2017
Existing Shares marked ex-Rights (the "Ex-Rights 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 only(3)).....................................
Latest time for receipt of instructions under Special Dealing Service in respect of Cashless Take-up or disposal of Nil Paid Rights.......................................................................................
3.00 p.m. on 23 March 2017
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 convert them into certificated form)........................................................
4.30 p.m. on 27 March 2017
Dealings carried out in relation to the Cashless Take-up or disposal of Nil Paid Rights under the Special Dealing Service.......
28 March 2017
Latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil paid Rights into a CREST stock account.........
3.00 p.m. on 28 March 2017
Latest time and date for splitting Provisional Allotment Letters.....
3.00 p.m. on 29 March 2017
Despatch of cheques in relation to net proceeds of disposal of Nil Paid Rights under the Special Dealing Service.............................
30 March 2017
Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters.....
11.00 a.m. on 3 April 2017
Expected date of announcement of results of the Rights Issue through a Regulatory Information Service...................................
4 April 2017
Dealings in the New Shares, fully paid, commence on the London Stock Exchange fully paid.........................................
8.00 a.m. on 4 April 2017
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 applicable) of Nil Paid Rights not taken up...................................................................................
by no later than 11 April 2017
(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.