TIDMXAF
RNS Number : 7813A
Xafinity PLC
03 January 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND NEITHER THIS
ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT
OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
3 January 2018
Xafinity plc
Results of the Open Offer
On 7 December 2017, Xafinity plc ("Xafinity" or the "Company")
(ticker: XAF), the pensions actuarial, consulting and
administration business, announced details of a Capital Raising to
raise gross proceeds of approximately GBP70 million through the
issue of 30,645,990 Firm Placing Shares and 10,530,480 Open Offer
Shares, in each case at an issue price of 170 pence per Capital
Raising Share. The Open Offer Shares were conditionally placed with
institutional investors at the Offer Price, subject to clawback to
satisfy valid applications by Qualifying Shareholders pursuant to
the Open Offer. The Firm Placing Shares were not subject to
clawback and were not part of the Open Offer. The Open Offer closed
for acceptances at 11.00 a.m. on 2 January 2018.
The Company announces that it has received applications in
respect of 18,540,627 Open Offer Shares from Qualifying
Shareholders under the Open Offer and Excess Application Facility,
representing a proportion of approximately 176.06 per cent of the
Open Offer Shares offered. In total, 9,907,771 Open Offer Shares
are to be allotted and issued in satisfaction of Open Offer
Entitlements under the Open Offer (representing all of the valid
acceptances received in relation to Open Offer Entitlements) and
622,709 Open Offer Shares are to be allotted and issued pursuant to
the Excess Application Facility.
The Firm Placing and Placing and Open Offer are conditional
upon, among other things, the approval of the Resolutions by
Shareholders at the Company's General Meeting to be held at 10.30
a.m. on 4 January 2018. It is expected that Admission of the
Capital Raising Shares will occur and that dealings in the Capital
Raising Shares will commence at 8:00 a.m. on 5 January 2018.
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the prospectus dated 7 December 2017
that was published by Xafinity on 8 December 2017.
The persons responsible for arranging for the release of this
announcement on behalf of the Company are the Directors.
For further information:
Xafinity plc +44 (0) 118
Paul Cuff, Co-CEO 918 5110
Deloitte LLP (Sponsor and Financial +44 (0) 20
Adviser) 7936 3000
Byron Griffin
Chris Nicholls
Peter Stewart
Zeus Capital Limited (Joint Bookrunner +44 (0) 20
and Sole Broker) 3829 5000
Martin Green
Pippa Underwood
John Goold
Liberum Capital Limited (Joint Bookrunner
and Sole Underwriter)
Richard Crawley
Robert Morton +44 (0) 20
Cameron Duncan 3100 2000
Camarco
Ed Gascoigne-Pees +44 (0) 20
Nick Hennis 3757 4980
Important Notices
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
announcement should be interpreted as a term or condition of the
Capital Raising. Investors should not subscribe for or purchase any
New Ordinary Shares except on the basis of the information
contained in the Prospectus or otherwise incorporated by reference
into the Prospectus.
This announcement does not constitute or form part of any offer
or invitation to purchase, or otherwise acquire, subscribe for,
sell, otherwise dispose of or issue, or any solicitation of any
offer to sell, otherwise dispose of, issue, purchase, otherwise
acquire or subscribe for, any security in the capital of the
Company in any jurisdiction.
The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Australia, Canada, Japan or the Republic of South Africa or
in any jurisdiction where to do so would breach any applicable law.
The New Ordinary Shares have not been and will not be registered
under the securities laws of such jurisdictions and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within such jurisdictions
except pursuant to an exemption from and in compliance with any
applicable securities laws. No public offer of the New Ordinary
Shares is being made by virtue of this announcement in or into the
United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom in
which such offer would be unlawful. No action has been or will be
taken by the Company, the Directors, Deloitte, Zeus Capital or
Liberum, or any other person, to permit a public offering or
distribution of this announcement or any other offering or
publicity materials for the New Ordinary Shares in any jurisdiction
where action for that purpose may be required, other than in the
United Kingdom.
THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER FOR
THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES
OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, RESOLD,
TRANSFERRED OR DELIVERED WITHIN THE UNITED STATES EXCEPT PURSUANT
TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US 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 SECURITIES IN THE UNITED STATES.
This announcement has been issued by, and is the sole
responsibility of, the Company.
Deloitte Corporate Finance, a division of Deloitte LLP
("Deloitte"), has been appointed as sponsor and financial adviser
to the Company. Deloitte is authorised and regulated in the United
Kingdom by the FCA in respect of regulated activities and is acting
exclusively for the Company and no one else in connection with the
transactions and arrangements described in this announcement.
Deloitte will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
transactions and arrangements described in this announcement and
will not be responsible for providing the protections afforded to
Deloitte's clients nor for giving advice in relation to the
contents of this announcement or the transactions and arrangements
described in this announcement. Deloitte is not responsible for the
contents of this announcement.
Zeus Capital Limited ("Zeus Capital") has been appointed as
joint bookrunner and sole broker to the Company. Zeus Capital is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the transactions and arrangements described in this
announcement. Zeus Capital will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the transactions and arrangements described in this
announcement and will not be responsible for providing the
protections afforded to Zeus Capital's clients, nor for giving
advice in relation to the contents of this announcement or the
transactions and arrangements described in this announcement. Zeus
Capital is not responsible for the contents of this
announcement.
Liberum Capital Limited ("Liberum") has been appointed as joint
bookrunner and sole underwriter to the Company. Liberum is
authorised and regulated in the United Kingdom by the FCA and is
acting exclusively for the Company and no one else in connection
with the transactions and arrangements described in this
announcement. Liberum will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to
the transactions and arrangements described in this announcement
and will not be responsible for providing the protections afforded
to Liberum's clients, nor for giving advice in relation to the
contents of this announcement or the transactions and arrangements
described in this announcement. Liberum is not responsible for the
contents of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations 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 information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
January 03, 2018 02:00 ET (07:00 GMT)
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