TIDMCMBN
RNS Number : 1749W
Liberum Capital Limited
10 November 2017
Liberum Capital Limited
10 November 2017
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 WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT
Proposed placing of c. 8 million ordinary shares in
Cambian Group plc by Cambian Holdings LLC
Cambian Holdings LLC today announces its intention to sell
8,010,692 ordinary shares ("Placing Shares") in Cambian Group plc
("Cambian" or the "Company") to qualified institutional investors
(the "Placing"). The Placing will be priced at 185 pence per
Cambian share. The Placing Shares represent 4.35% of Cambian's
entire issued share capital.
Cambian Holdings LLC is an affiliate of funds advised by GI
Partners UK Limited on behalf of GI International LP.
The Placing will be conducted by means of an accelerated
bookbuild to qualified institutional investors, which will be
launched immediately following this announcement.
Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner
in connection with the Placing. The timing for the close of the
bookbuild process and the distribution of allocations will be at
the absolute discretion of Liberum. The results of the Placing will
be announced as soon as practicable thereafter.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation (EU) 596/2014. The person
responsible for making this announcement on behalf of the Company
is Liberum.
Enquiries
Liberum +44 (0)20 3100 2222
David Parsons
Christopher Britton
Euan Brown
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE; AND (3) IN THE UNITED STATES OR TO ANY US PERSONS
(AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION S") UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), TO
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Australia, Canada, Japan or South Africa or in
any other jurisdiction in which such an offer or invitation is
unlawful ("Restricted Jurisdictions"). Neither this announcement
nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted
Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant
Restricted Jurisdiction.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing
Shares have not been and will not be registered under the relevant
laws of any of the Restricted Jurisdictions or any state, province
or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly in or into any
Restricted Jurisdiction or to, or for the account or benefit of,
any person with a registered address in, or who is a resident of or
ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
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, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S under
the Securities Act) 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
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.
Any offers and sales of the Placing Shares to US persons (as such
term is defined in Regulation S under the Securities Act) will be
made only to persons who are "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Company, Cambian Holdings LLC, Liberum or any of their respective
affiliates.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Cambian Holdings LLC,
Liberum or any of their respective affiliates that would, or which
is intended to, permit a public offer of the Placing Shares in any
jurisdiction or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company, Cambian Holdings LLC and Liberum to inform
themselves about and to observe any applicable restrictions.
Liberum which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for Cambian
Holdings LLC in connection with the Placing and will not be
responsible to anyone other than Cambian Holdings LLC for providing
the protections offered to the clients of Liberum, nor for
providing advice in relation to the Placing or any matters referred
to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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