TIDMCRN
RNS Number : 2020F
Cairn Homes plc
16 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITY FOR SALE, OR AN
OFFER TO BUY OR SUBSCRIBE FOR, DIRECTLY OR INDIRECTLY, SECURITIES
TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION,
INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND AND
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
For immediate release
16 May 2017
CAIRN HOMES ANNOUNCES SUCCESSFUL COMPLETION OF A PLACING OF
33,712,634 NEW ORDINARY SHARES
Cairn Homes plc (the "Company" or "Cairn Homes") is pleased to
announce that, further to the announcement made on 15 May 2017, a
total of 33,712,634 new Ordinary Shares in Cairn Homes ("Placing
Shares") have been successfully placed by Goodbody, BofA Merrill
Lynch and Davy at a price of EUR1.54 per Placing Share, raising
total gross proceeds of approximately EUR51.9 million for the
Company (the "Placing").
The Placing Shares being issued represent approximately 4.9 per
cent. of the Company's existing issued ordinary share capital prior
to the Placing.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares, and will on issue be free of all claims, liens,
charges, encumbrances and equities.
Applications have been made for admission of the Placing Shares
to listing on the standard listing segment of the Official List of
the FCA and to trading on the main market for listed securities of
the London Stock Exchange. It is expected that Admission of the
Placing Shares will become effective at or around 8.00 a.m. (London
Time) on 18 May 2017 and that dealings in the Placing Shares will
commence at that time.
Goodbody and BofA Merrill Lynch acted as Bookrunners and Davy
acted as Lead Manager in connection with the Placing.
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the placing announcement of the
Company released on 15 May 2017.
Commenting on the Placing, CEO Michael Stanley said:
"We are delighted to have successfully completed this placing
with the very strong support received from our shareholders. The
funds raised will further strengthen our balance sheet and enable
us to continue to review and refine the Company's land bank and
where appropriate acquire further attractive and well located
residential development sites."
For further information, please contact:
Cairn Homes plc
Michael Stanley
Eamonn O'Kennedy +353 1 696 4600
Goodbody
Linda Hickey
Stephen Kane
Gerald Barry +353 1 667 0420
BofA Merrill Lynch
Andrew Briscoe
Brian Hanratty
Jack Barrass +44 (0)20 7995 3700
Davy
Ivan Murphy
Daragh O'Reilly +353 1 679 6363
Powerscourt
Justin Griffiths
Nick Dibden +44 20 7250 1446
Drury Communications
Billy Murphy
Morwenna Rice +353 1 260 5000
About the Company
Cairn Homes is an Irish homebuilder with a highly experienced
management team. The Company is committed to constructing high
quality new homes with an emphasis on design and innovation in
attractive locations to meet sustainable market demand. Cairn Homes
has a land bank of approximately 12,100 units, over 91% of which is
located in the Greater Dublin Area (GDA). Currently, Cairn Homes is
active on seven sites in the GDA, which will deliver 2,800
units.
Disclaimer
This Announcement and the information contained in it is not for
publication, release or distribution, in whole or in part, 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) (the "United States"), Australia, Canada,
Japan, South Africa, Switzerland (each a "Restricted Territory") or
any other state or jurisdiction in which such publication, release
or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or any other state or jurisdiction in which
such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
This Announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Placing Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan,
Switzerland or South Africa and the Company is not a "reporting
issuer", as such term is defined under applicable Canadian
securities law. Subjectto certain exceptions, the Placing Shares
may not be offered or sold, directly or indirectly, in Australia,
Canada, Japan, Switzerland or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan, Switzerland or South Africa.
No public offering of the Placing Shares is being made, and in
particular no offer of securities is being made to persons in
member states of the European Economic Area except those who are;
(i) "qualified investors" within the meaning of Article 2(1)(E) of
the Prospectus Directive ("Qualified Investors"); or (ii) otherwise
entitled to receive the offer. This Announcement is not a
prospectus for the purposes of Directive 2003/71/EC as amended
(including amendments by Directive 2010/73/EU, to the extent
implemented in the relevant member state) (the "Prospectus
Directive"). No prospectus has been or will be prepared or made
available in connection with the matters contained in this
Announcement and no such prospectus is required under the
Prospectus Directive to be published in connection with the
Placing. This Announcement does not identify or suggest, or purport
to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Bookrunners or the Lead Manager.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's intention
in relation to Admission at this stage. Acquiring investments to
which this Announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Persons
considering making such investments should consult an authorised
person specialising in advising on such investments. This
Announcement does not constitute a recommendation concerning the
Placing. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of the Placing Shares for the person concerned.
This Announcement is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
section 21 of the Financial Services and Markets Act 2000 (as
amended) of the United Kingdom ("FSMA") and, it is directed only
at; (A) persons in member states of the European Economic Area who
are Qualified Investors (as defined above); or (B) to the extent
that this Announcement does constitute an inducement to engage in
any investment activity included within this Announcement in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (ii) are persons falling with
Article 49(2)(A) to (D) ("High net worth companies, unincorporated
associations, etc.") of the Order; or (iii) are persons to whom it
may otherwise lawfully be communicated (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. By accepting the terms of this Announcement you
represent and agree that, if you are in the United Kingdom, you are
a Relevant Person or if you are in other member states of the
European Economic Area you are a Qualified Investor or are
otherwise entitled to receive the offer.
This Announcement has been issued by, and is the sole
responsibility of, the Company. None of Goodbody, BofA Merrill
Lynch, Davy, or any of their respective affiliates, directors,
officers, employees, advisers or agents, or any other person
accepts any responsibility or liability whatsoever for the contents
of, or makes any representation or warranty, express or implied, as
to or in relation to, the accuracy, completeness, fairness or
sufficiency of this Announcement or any document referred to in
this Announcement (or whether any information has been omitted from
this Announcement) or any other information relating to the
Company, its subsidiaries and their associated companies, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising
from any use of this Announcement or its contents or otherwise
arising in connection therewith. Accordingly, each of Goodbody,
BofA Merrill Lynch, Davy and any of their respective affiliates,
directors, officers and employees, and any other person acting on
their behalf, expressly disclaims, to the fullest extent possible,
any and all liability whatsoever for any loss howsoever arising
from, or in reliance upon, the whole or any part of the contents of
this Announcement, whether in tort, contract or otherwise which
they might otherwise have in respect of this Announcement or its
contents or otherwise arising in connection therewith.
Goodbody is regulated by the Central Bank of Ireland. In the UK,
Goodbody is authorised and subject to limited regulation by the
Financial Conduct Authority. Goodbody is acting exclusively for the
Company and for no-one else in connection with the Bookbuild, the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients or for providing advice to any other person in relation
to the Placing, Admission or any other matter referred to in this
Announcement.
Merrill Lynch International, is authorised in the United Kingdom
by the PRA and regulated in the United Kingdom by the FCA and PRA,
is acting exclusively for the Company and for no-one else in
connection with the Bookbuild, the Placing and Admission and will
not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing
advice to any other person in relation to the Placing, Admission or
any other matter referred to in this Announcement.
Davy is regulated by the Central Bank of Ireland. In the UK,
Davy is authorised and subject to limited regulation by the
Financial Conduct Authority. Davy is acting exclusively for the
Company and for no-one else in connection with the Bookbuild, the
Placing and Admission and will not be responsible to any person
other than the Company for providing the protections afforded to
its clients or for providing advice to any other person in relation
to the Placing, Admission or any other matter referred to in this
Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company,the Bookrunners and / or
the Lead Manager that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, the Bookrunners and the Lead Manager to inform themselves
about, and to observe, such restrictions.
In connection with the Placing, each of the Bookrunners and the
Lead Manager and any of their affiliates, may take up a portion of
the Placing Shares in the Placing as a principal position and in
that capacity, may retain, purchase, sell or offer to sell for
their own accounts such Placing Shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references in this Announcement 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, the
Bookrunners or the Lead Manager and any of their affiliates acting
in such capacity. In addition, each of the Bookrunners and the Lead
Manager and any of their affiliates may enter into financing
arrangements (including swaps or contracts for difference) with
investors in connection with which the Bookrunners and the Lead
Manager and any of their affiliates may from time to time acquire,
hold or dispose of Placing Shares. Neither the Bookrunners nor the
Lead Manager intends to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Certain statements contained in this Announcement constitute
"forward-looking" statements regarding the belief or current
expectation of the Company, the Directors, and the management team
about the Company's financial condition, results of operations and
business. Forward-looking statements are sometimes identified by
the use of forward-looking terminology such as "may", "could",
"should", "will", "expect", "intend", "estimate", "anticipate",
"assume", "believe", "plan", "seek", "continue", "target", "goal",
"would" or the negative thereof, other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
are not guarantees of future performance. Rather, they are based on
current views and assumptions and involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of the Company and are difficult to predict, which may
cause the actual results, performance, achievements or developments
of the Company or the industries in which it operates to differ
materially from any future results, performance, achievement or
developments expressed or implied from these forward-looking
statements. Forward-looking statements speak only as of the date
they are made and cannot be relied upon as a guide to future
performance. A number of material factors could cause actual
results to differ materially from those contemplated by the
forward-looking statements. Neither the Company, Bookrunners nor
the Lead Manager undertakes any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect
events, circumstances, unanticipated events, new information or
otherwise occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority. All
subsequent written and oral forward-looking statements attributable
to Cairn Homes plc or individuals acting on behalf of Cairn Homes
plc are expressly qualified in their entirety by this paragraph.
Nothing in this Announcement is intended to be a profit estimate
for any period or a forecast of future profits.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the U.S. Securities Act of 1933 or the applicable laws of other
jurisdictions.
The Placing Shares to be issued pursuant to the Placing will
not, on Admission, be admitted to trading on any stock exchange
other than the London Stock Exchange.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEMMGMKMKNGNZZ
(END) Dow Jones Newswires
May 16, 2017 02:01 ET (06:01 GMT)
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