TIDMWJG
RNS Number : 8689S
Peel Hunt LLP
08 November 2019
8 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Proposed placing of approximately 22 million ordinary shares in
Watkin Jones plc ("Watkin Jones" or the "Company")
Jefferies International Limited ("Jefferies") and Peel Hunt LLP
("Peel Hunt") (together the "Banks") have been appointed by the
trustees of the Glyn & Jennifer Watkin Jones 1992 A&M
Settlement and the Watkin Jones Will Trust (together, the
"Sellers") as Joint Bookrunners to explore the opportunity to sell
approximately 22 million ordinary shares ("Placing Shares") in the
capital of Watkin Jones to institutional investors (the
"Placing").
Together, the Sellers currently own 66,759,407 ordinary shares,
representing approximately 26.1 per cent. of the Company's entire
issued share capital. The price per Placing Share and the final
number of Placing Shares to be sold will be determined by way of an
accelerated bookbuilding process (the "Placing") to institutional
investors. The bookbuilding period will commence today, 8 November
2019 immediately following this announcement, and may close at any
time on short notice. The results of the Placing will be announced
as soon as practicable after the closing of the bookbuilding
process.
In the context of the Placing, any of the ordinary shares in
Watkin Jones held by the Sellers which are not sold in the Placing,
in addition to the 3,825,000 ordinary shares held by Mr Mark Watkin
Jones, will be subject to a 180-day lock-up undertaking (subject to
certain customary exceptions).
In addition, an institutional investor which was exploring the
opportunity to sell approximately 18.2 million ordinary shares in
the Company, will no longer be participating in the
transaction.
The Company will not receive any proceeds from the Placing.
Enquiries:
Jefferies
Lee Morton
Luca Erpici
Oliver Berwin
Max Jones +44 (0) 20 7029 8000
Peel Hunt
Alastair Rae
Sohail Akbar
Mike Bell
Ed Allsopp +44 (0) 20 7418 8900
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan, South Africa or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares 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 and may not be offered or
sold, directly or indirectly, in the United States, absent
registration except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of, the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the securities referred to herein in
the United States or in any other jurisdiction.
Members of the public are not eligible to take part in the
Placing. This announcement is for information purposes only and is
directed only at: (a) persons in member states of the European
Economic Area ("EEA") who are qualified investors within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (the
"Prospectus Regulation") ("Qualified Investors") and (b) if in the
United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49(2) of the Order and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000 ("FSMA") and (c) otherwise, to
persons to whom it may otherwise be lawful to communicate it (each
a "relevant person"). No other person should act or rely on this
announcement and persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement relates is available
only to relevant persons and will be engaged in only with relevant
persons. The announcement does not itself constitute an offer for
sale of any securities.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Watkin Jones plc and
Watkin Jones plc's shares. Such information has not been
independently verified. 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.
In connection with the Placing, Jefferies International Limited
("Jefferies") and Peel Hunt LLP ("Peel Hunt" and, together with
Jefferies, the "Managers") or any of their respective affiliates
may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for
its own accounts such Placing Shares and other securities of Watkin
Jones plc or related investments in connection with the Placing or
otherwise. Accordingly, references to the Placing 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 either of the Managers and any
of their respective affiliates acting as investors for their own
accounts. The Managers do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Watkin Jones plc or its shares.
Jefferies and Peel Hunt are each authorised and regulated by the
FCA. Each of the Managers is acting for the Sellers only in
connection with the Placing and no one else, and will not be
responsible to anyone other than the Sellers for providing the
protections offered to clients of the Managers nor for providing
advice in relation to the Placing Shares or the Placing, the
contents of this announcement or any transaction, arrangement or
other matter referred to in this announcement.
This announcement has been issued by the Managers on behalf of
the Sellers and is the sole responsibility of the Sellers apart
from the responsibilities and liabilities, if any, that may be
imposed on Jefferies or Peel Hunt by the Financial Services and
Markets Act 2000. Neither Jefferies nor Peel Hunt accepts any
responsibility whatsoever and makes no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by the Sellers or on
the Sellers' behalf or on Jefferies' or Peel Hunt's behalf, in
connection with the Sellers or the Placing, 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 the
future. Each of Jefferies and Peel Hunt accordingly disclaims to
the fullest extent permitted by law all and any responsibility and
liability, whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this announcement and any such
statement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEBPBFTMBAMBBL
(END) Dow Jones Newswires
November 08, 2019 11:55 ET (16:55 GMT)
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