Released : 17 Mar 2017 08:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF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.
17 March 2017
Laird PLC (Laird or the Company)
Admission of Nil Paid Rights
The Company today announces that, pursuant to the fully underwritten rights issue (the Rights Issue) announced on 28 February 2017, 217,156,300 New Shares of 28.125 pence each will be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority and will be admitted, nil paid, to trading on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. today.
Capitalised terms not defined herein have the meanings given to them in the combined circular and prospectus issued 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.