TIDMSAGA
RNS Number : 7873Y
SAGA PLC
11 September 2020
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND, OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW
OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR
OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS PUBLISHED BY THE COMPANY.
11 September 2020
Saga plc
Publication of combined prospectus and circular
Further to the announcement yesterday by Saga plc (the "Company"
or "Saga") relating to its intention to raise GBP150 million in
equity capital (the "Capital Raising"), the Company has published a
combined prospectus and circular which has been approved by the
Financial Conduct Authority (the "Prospectus") in connection with
the Company's proposed Capital Raising.
The Prospectus will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Prospectus is also available for inspection on the Company's
website: www.corporate.saga.co.uk
The defined terms set out in the Prospectus apply in this
announcement.
For further information, please contact:
Saga plc Mark Watkins
Investor Relations Tel: +44 (0) 203
846 5113
Sponsor, Joint Global Coordinator and Joint
Bookrunner
J.P. Morgan Cazenove Edward Squire, James Tel: +44 (0) 207
A. Kelly, Andrew Stockdale 742 4000
Joint Global Coordinator and Joint Bookrunner
Numis Charles Farquhar, Tel: + 44 (0) 20
Stephen Westgate, 7260 1000
Jamie Loughborough
Joint Bookrunner
HSBC Anthony Parsons, Richard Tel: +44 (0) 20
Fagan, Graeme Lewis 7991 8888
Media Enquiries
Headland Consultancy Susanna Voyle, Henry Tel: +44 (0) 203
Wallers, Sophie O'Donoghue 805 4822
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus or prospectus equivalent but an advertisement and
investors should not subscribe for, or otherwise purchase, acquire,
sell or dispose of any of the securities referred to in this
announcement except on the basis of the information contained in
the Prospectus. The information contained in this announcement is
for background purposes only and does not purport to be full or
complete. A copy of the Prospectus will shortly be available on the
Company's website, provided that the Prospectus will not, subject
to certain exceptions, be available to certain Shareholders in
certain restricted or excluded territories. The Prospectus will
give further details of the Capital Raising.
This announcement is for information purposes only and 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 of the Company (the "Securities"), or the solicitation
of any vote or approval in, the United States (including its
territories and possessions, any state of the United States and the
District of Columbia) (the "United States" or "US") or in any other
jurisdiction, pursuant to this announcement or otherwise. Any
offer, if made, will be made solely by certain offer documentation
which will contain the full terms and conditions of any offer,
including details of how it may be accepted. The distribution of
this announcement in jurisdictions other than the UK and the
availability of any offer to Shareholders of Saga who are not
resident in the UK may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws
of any jurisdiction other than the UK or Shareholders of Saga who
are not resident in the UK will need to inform themselves about and
observe any applicable requirements.
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 or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly may not be offered, sold,
pledged or transferred, directly or indirectly, in, into or within
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
jurisdiction of the United States. There will be no public offering
of Securities in the United States and there is no intention to
register any portion of any offering in the United States.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
and HSBC Bank plc ("HSBC") each of which is authorised in the
United Kingdom by the Prudential Regulation Authority (the "PRA")
and regulated by the PRA and the Financial Conduct Authority (the
"FCA"), and Numis Securities Limited ("Numis", and together with
J.P. Morgan Cazenove and HSBC, the "Joint Bookrunners"), which is
authorised and regulated in the United Kingdom by the FCA, are each
acting exclusively for Saga and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Saga
for providing the protections afforded to their clients or
affiliates, or for providing advice in relation to any matter or
arrangement referred to herein.
None of the Joint Bookrunners nor any of their respective
affiliates (or any of their respective directors, officers,
employees or advisers) accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy,
fairness, sufficiency or completeness of the information or the
opinions or beliefs contained in this announcement (or any part
hereof). None of the information in this announcement has been
independently verified or approved by the Joint Bookrunners or any
of their respective affiliates. The Joint Bookrunners and each of
their respective affiliates (and their respective directors,
officers, employees or advisers) accordingly disclaim all and any
liability, whether arising in tort, contract or in respect of any
statements or other information contained in this announcement and
no representation or warranty, express or implied, is made by
either a Joint Bookrunner or any of their respective affiliates (or
any of their respective directors, officers, employees or advisers)
as to the accuracy, completeness or sufficiency of the information
contained in this announcement. Save in the case of fraud, no
responsibility or liability is accepted by the Joint Bookrunners or
any of their respective affiliates (or any of their respective
directors, officers, employees or advisers) for any errors,
omissions or inaccuracies in such information or opinions or for
any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this announcement or its
contents or otherwise in connection with this announcement. 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 announcements must not be relied on as
having been authorised by the Company, the Joint Bookrunners or any
of their respective affiliates. Subject to the Listing Rules, the
Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules and MAR, the issue of this announcement and any
subsequent announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Group since the date of this announcement or that the information
contained in it is correct as at any subsequent date.
This announcement contains "forward-looking statements", which
include statements other than statements of historical facts,
including, without limitation, those regarding the Company's
intentions, beliefs or current expectations concerning, among other
things, its future financial condition and performance and results
of operations; its strategy, plans, objectives, prospects, growth,
goals and targets; future developments in the industry and markets
in which the Company participates or is seeking to participate; and
anticipated regulatory changes in the industry and markets in which
the Company operates. In some cases, these forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "aim", "anticipate", "believe",
"continue", "could", "estimate", "expect", "forecast", "guidance",
"intend", "may", "plan", "project", "should" or "will" or, in each
case, their negative, or other variations or comparable
terminology. By their nature, forward-looking statements are
subject to known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may
or may not occur in the future. Such forward-looking statements are
based on numerous assumptions, some of which are outside of the
Company's influence and/or control, regarding the Company's present
and future business strategies and the environment in which the
Company will operate in the future. Shareholders and potential
investors are cautioned that forward-looking statements
are not guarantees of future performance and that the Company's
actual financial condition, results of operations, cash flows and
distributions to Shareholders and the development of its financing
strategies, and the development of the industry in which it
operates, may differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the Company's financial condition, results of
operations, cash flows and distributions to Shareholders and the
development of their financing strategies, and the development of
the industry in which they operate, are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. No statement in this
announcement is intended to be a profit forecast.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
PDIGPUUUBUPUGPG
(END) Dow Jones Newswires
September 11, 2020 08:03 ET (12:03 GMT)
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