TIDMGRI
RNS Number : 3583H
Grainger PLC
14 November 2018
THE DISTRIBUTION OF THIS DOCUMENT IN JURISDICTIONS OTHER THAN
THE UNITED KINGDOM MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE
POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND
OBSERVE ANY RELEVANT RESTRICTIONS. IN PARTICULAR, THIS DOCUMENT MAY
NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH
AFRICA.
14 November 2018
Grainger plc
Publication of Rights Issue Prospectus
Further to the announcement by Grainger plc (the "Company")
earlier today relating to a fully underwritten rights issue to
raise gross proceeds of approximately GBP347 million (the "Rights
Issue"), the Financial Conduct Authority has approved a prospectus
dated 14 November 2018 (the "Prospectus"). The Prospectus and form
of proxy will be posted to shareholders today and the Prospectus
has been published on the Company's website at
www.graingerplc.co.uk.
Further details of the Rights Issue are set out in the
Prospectus which is available on the Company's website
(www.graingerplc.co.uk) or can be inspected at the registered
office of the Company at Citygate, St James' Boulevard, Newcastle
upon Tyne, NE1 4JE during normal business hours on each Business
Day up to and including 17 December 2018. Copies of the Prospectus
will also be available from the Company's receiving agent, Link
Asset Services, at The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm
For further information, please contact:
Grainger plc
Helen Gordon, Chief Executive Officer
Vanessa Simms, Chief Financial Officer
Kurt Mueller, Director of Corporate Affairs
Telephone: +44 (0) 20 7940 9500
Camarco
Ginny Pulbrook
Geoffrey Pelham-Lane
Tom Huddart
Telephone: +44 (0) 203 757 4992
J.P. Morgan Cazenove (Lead Financial Adviser, Joint Bookrunner
and Joint Broker to Grainger)
Bronson Albery
Barry Meyers
Telephone: +44 (0) 207 742 4000
Numis Securities Limited (Sponsor, Joint Bookrunner and Joint
Broker to Grainger)
Heraclis Economides
Richard Thomas
Ben Stoop
Telephone: +44 (0)20 7260 1224
Kempen (Financial Adviser)
Dick Boer
Thomas ten Hoedt
Telephone: +31 20 348 8500
IMPORTANT NOTICE
This announcement has been determined to contain inside
information for the purposes of Article 7 of the Market Abuse
Regulation EU 596/2016. Upon publication of this announcement the
inside information is now considered to be in the public
domain.
The contents of this announcement have been prepared by and are
the sole responsibility of Grainger.
All capitalised terms in this announcement have the meaning
given to them in the announcement made by the Company at 7.00 a.m.
on 14 November 2018, unless otherwise defined herein.
This announcement is not a prospectus but an advertisement and
investors should not acquire any 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. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy,
fairness or completeness.
A copy of the Prospectus will be available from Grainger's
registered office and on Grainger's website at
www.graingerplc.co.uk, provided that the Prospectus will not,
subject to certain exceptions, be available to shareholders in
certain excluded jurisdictions. Neither the content of Grainger's
website nor any website accessible by hyperlinks on Grainger's
website is incorporated in, or forms part of, this
announcement.
This announcement has been prepared in accordance with English
law, the EU Market Abuse Regulation and the Disclosure Guidance
Rules and Transparency Rules of the Financial Conduct Authority and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letters should not be distributed, forwarded
to or transmitted in or into in any jurisdiction where to do so
might constitute a violation of local securities laws or
regulations, including the United States, Australia, Canada, Japan
and South Africa.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement does not constitute or form part of an offer of
securities for sale or solicitation of an offer to purchase
securities in the United States, Australia, Canada, Japan, South
Africa or in any other jurisdiction in which such offer may be
restricted. The securities referred to in this announcement have
not been, and will not be, registered under the US Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws
of any state in the United States and may not be offered or sold in
the United States, except in reliance on an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public
offering of securities in the United States.
Each of J.P. Morgan Cazenove, which is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated in the United Kingdom by the Financial Conduct Authority
(the "FCA") and the PRA, and Numis (together with J.P. Morgan
Cazenove, the "Banks"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company
and no one else in connection with the Acquisition and the Rights
Issue and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of the Banks, nor
for providing advice in relation to the Acquisition, the Rights
Issue or any other matters referred to in this announcement.
Neither the Banks nor any of their respective affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, tort or, under statute or
otherwise) to any person who is not a client of the Banks in
connection with this announcement, any statement contained in
herein or otherwise.
Kempen & Co N.V. ("Kempen") which is authorised and
regulated in the Netherlands by the Dutch Authority for Financial
Markets (AFM) is acting exclusively for the Company and to no one
else in connection with the Acquisition and will not be responsible
to anyone other than the Company for providing advice in relation
to the Acquisition. Kempen, nor any of its respective affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, tort or, under
statute or otherwise) to any person in connection with this
announcement, any statement contained in herein or otherwise.
No statement in this announcement is intended as a profit
forecast and no statement in this announcement should be
interpreted to mean that (i) future earnings per share, profits,
margins or cash flows will necessarily match or be greater than the
Company's historical published earnings per share, profits, margins
or cash flows; or (ii) that the Company endorses the broker
consensus referred to herein.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "should",
"could", "estimates", "forecast", "predict", "continue" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. Such forward-looking statements involve
unknown risks, uncertainties and other factors which may cause the
actual results, achievements or performance of the Company, in the
industries in which it operates, to be materially different from
any future results, achievements or performance expressed or
implied by such forward-looking statements. Such risks,
uncertainties and other factors include, but are not limited to,
general economic and business conditions, changes in government
relations or policy, competition and other risks. Given these
uncertainties, recipients of this announcement are cautioned not to
place any undue reliance on such forward-looking statements.
These forward-looking statements are stated as of the date of
this announcement. The Company undertakes no obligation to update
publicly or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of
this announcement or to reflect the occurrence of unanticipated
events, except as required by law. Any forward-looking statement
contained in this announcement based on past or current trends
and/or activities of the Company should not be taken as a
representation that such trends or activities will continue in the
future.
This announcement does not constitute a recommendation
concerning the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
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
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