Publication of Prospectus
July 31 2009 - 10:13AM
UK Regulatory
TIDMLMR
RNS Number : 6911W
Luminar Group Holdings PLC
31 July 2009
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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE
UNITED STATES 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.
31 July 2009
Luminar Group Holdings plc
("Luminar" or the "Company")
Publication of Prospectus and notice of General Meeting
Further to the announcement this morning in relation to a share issue to raise
gross proceeds of GBP37.5 million (approximately GBP35.7 million net of
expenses) through the issue of 39,473,685 New Ordinary Shares by way of a Firm
Placing and Placing and Open Offer at a price of 95 pence per New Ordinary Share
(a discount of approximately 32.1 per cent. to the Closing Price of 140 pence
per Share on 30 July 2009), Luminar announces that a prospectus relating to the
Capital Reorganisation, Firm Placing and Placing and Open Offer (the
"Prospectus") was approved by the UK Listing Authority (the "UKLA") earlier
today.
The following documents are expected to be posted to Qualifying Shareholders
today:
1. the Prospectus, including the notice of General Meeting of the Company to
be held at the offices of CMS
Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD
at 9.30 a.m. on 18 August 2009;
2. a form of proxy for use at the General Meeting; and
3. an application form for use by Qualifying Shareholders whose Ordinary
Shares are in uncertificated form (as
appropriate).
The Prospectus will shortly be available for inspection during normal business
hours on any weekday (excluding public holidays) at the UKLA's Document Viewing
Facility, which is situated at Financial Services Authority, 25 North Colonnade,
Canary Wharf, London E14 5HS.
The Prospectus will shortly be available to view on the Company's website
(http://www.luminar.co.uk/prospectus). Copies of the Prospectus will be
available from the registered office of Luminar at Luminar House, Deltic Avenue,
Rooksley, Milton Keynes, Buckinghamshire MK13 8LW and from the date of its
publication until Admission at the offices of CMS Cameron McKenna LLP, Mitre
House, 160 Aldersgate Street, London EC1A 4DD during normal business hours on
any weekday (except public holidays) free of charge.
For further information contact:
+----------------------------------------+----------------------------------------+
| Luminar | 01908 544 100 |
+----------------------------------------+----------------------------------------+
| Stephen Thomas, Chief Executive | |
+----------------------------------------+----------------------------------------+
| Robert McDonald, Finance Director | |
+----------------------------------------+----------------------------------------+
| | |
+----------------------------------------+----------------------------------------+
| College Hill | 020 7457 2020 |
+----------------------------------------+----------------------------------------+
| Matthew Smallwood | |
+----------------------------------------+----------------------------------------+
| | |
+----------------------------------------+----------------------------------------+
| Numis Securities Limited | 020 7260 1000 |
+----------------------------------------+----------------------------------------+
| Lee Aston , Brent Nabbs, Corporate | |
| Finance | |
| Mark Lander, Corporate Broking | |
+----------------------------------------+----------------------------------------+
| | |
+----------------------------------------+----------------------------------------+
| Altium | 020 7484 4040 |
+----------------------------------------+----------------------------------------+
| Phil Adams / Sam Fuller, Corporate | |
| Finance | |
| Chloe Ponsonby, Corporate Broking | |
+----------------------------------------+----------------------------------------+
IMPORTANT NOTICE
This announcement is not a prospectus. Investors should not subscribe for or
purchase, sell or dispose of any New Ordinary Shares referred to in this
announcement except on the basis of information in the Prospectus to be
published by or on behalf of Luminar Group Holdings plc in connection with the
Capital Reorganisation, Firm Placing and Placing and Open Offer.
This announcement is for information purposes only and does not constitute or
form part of any offer or invitation to purchase, otherwise acquire or subscribe
for, sell or otherwise dispose of, or any solicitation of any offer to purchase,
otherwise acquire or subscribe for, sell or otherwise dispose of New Ordinary
Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction
in which such an offer or solicitation is unlawful.
This announcement and the information contained in it is not for distribution
(directly or indirectly) in or into the United States, Canada, Australia, Japan,
New Zealand or The Republic of South Africa. It does not constitute an offer for
sale of securities, nor a solicitation to purchase or subscribe for or otherwise
acquire securities, in the United States, Canada, Australia, Japan, or The
Republic of South Africa or any other jurisdiction where such offer, sale or
solicitation would be unlawful (the "Restricted Jurisdictions").
The New Ordinary Shares have not been and will not be registered under the US
Securities Act, or under the securities laws of any state or other jurisdiction
of the United States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly except pursuant to
an applicable 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 offering of the New Ordinary Shares in the
United States. The New Ordinary Shares offered outside the United States are
being offered in reliance on Regulation S under the US Securities Act.
The New Ordinary Shares have not been and will not be registered under the
securities laws of any Restricted Jurisdictions and may not be offered, sold,
taken up, exercised, resold, transferred or delivered, directly or indirectly,
within the Restricted Jurisdictions except pursuant to an applicable exemption
from registration and in compliance with any applicable securities laws. There
will be no public offer of the New Ordinary Shares in any of the Restricted
Jurisdictions.
The prospectus will give further details of the Capital Reorganisation, Firm
Placing and Placing and Open Offer. A copy of the Prospectus when published will
be available from the registered office of the Company and on the Company's
website at http://www.luminar.co.uk/prospectus, provided that the Prospectus
will not be available through the website to Shareholders in the Restricted
Jurisdictions.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as joint sponsor, joint
financial adviser, joint bookrunner and joint broker exclusively to the Company
and for no one else in connection with the Capital Reorganisation, the Firm
Placing and Placing and Open Offer and Admission and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Capital Reorganisation, the
Firm Placing and Placing and Open Offer and Admission or any other matters
referred to in this announcement.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as joint sponsor, joint financial
adviser, joint bookrunner and joint broker exclusively to the Company and for no
one else in connection with the Capital Reorganisation, the Firm Placing and
Placing and Open Offer and Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its client or for
providing advice in relation to the Capital Reorganisation, the Firm Placing and
Placing and Open Offer and Admission or any other 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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