TIDMLRD
RNS Number : 7404Z
Laird PLC
17 March 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA, HONG
KONG, THE REPUBLIC OF INDIA, JAPAN, REPUBLIC OF KOREA, MALAYSIA,
MEXICO, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE,
SWITZERLAND, TAIWAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW
SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY
REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE
AVAILABLE FROM THE REGISTERED OFFICE OF LAIRD PLC AND ON ITS
WEBSITE AT WWW.LAIRD-PLC.COM.
17 March 2017
Laird PLC (Laird or the Company)
Admission of Nil Paid Rights
The Company today announces that, pursuant to the fully
underwritten rights issue (the Rights Issue) announced on 28
February 2017, 217,156,300 New Shares of 28.125 pence each will be
admitted to listing on the premium listing segment of the Official
List of the Financial Conduct Authority and will be admitted, nil
paid, to trading on the London Stock Exchange plc's main market for
listed securities at 8.00 a.m. today.
Capitalised terms not defined herein have the meanings given to
them in the combined circular and prospectus issued by the Company
on 28 February 2017, which is available on the Company's website
(www.laird-plc.com).
ENQUIRIES
Laird plc MHP Communications
Tony Quinlan, Chief Executive Reg Hoare
Officer Jamie Ricketts
Kevin Dangerfield, Chief
Financial Officer
Lucie Harwood, Head of Tim Rowntree
Treasury & Investor Relations Ollie Hoare
Tel: +44 (0)20 7468 4040 Tel: +44 (0)20 3128
8100
Rothschild JP Morgan Cazenove
Ravi Gupta Michael Wentworth-Stanley
Richard Sedlacek Richard Perelman
Charles Pretzlik
Tel: +44 (0)20 7280 5000
Tel: +44 (0)20 7777
4000
Numis
Christopher Wilkinson
Simon Willis
Jamie Loughborough
Tel: +44 (0)20 7260 1000
Important Notice
This announcement has been issued by and is the sole
responsibility of Laird. This announcement is not a prospectus but
an advertisement and investors should not acquire any Nil Paid
Rights, Fully Paid Rights or New Shares referred to in this
announcement except on the basis of the information contained in
the Prospectus by Laird in connection with the Rights Issue. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its accuracy or completeness. The information in this announcement
is subject to change.
A copy of the Prospectus is available from the registered office
of Laird and on Laird's website at www.laird-plc.com. The
Prospectus is not, subject to certain exceptions, available
(through the website or otherwise) to Shareholders in the United
States of America, Australia, Canada, the People's Republic Of
China, Hong Kong, the Republic of India, Japan, Republic of Korea,
Malaysia, Mexico, New Zealand, the Republic of South Africa,
Singapore, Switzerland or Taiwan. Neither the content of Laird's
website nor any website accessible by hyperlinks on Laird's website
is incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the New Shares, the Nil Paid
Rights and the Fully Paid Rights being offered pursuant to the
Rights Issue.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights, the New
Shares and the Provisional Allotment Letters have not been and will
not be registered under the Securities Act or with any securities
regulatory authority 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, within the United States, except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the 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 the securities in the United States. None of the New Shares, the
Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment
Letters, the Form of Proxy, this announcement or any other document
connected with the Rights Issue has been or will be approved or
disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, and none of
the foregoing authorities or any securities commission has passed
upon or endorsed the merits of the offering of the New Shares, the
Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment
Letters, the Form of Proxy or the accuracy or adequacy of this
announcement or any other document connected with the Rights Issue.
Any representation to the contrary is a criminal offence in the
United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Shares or to take up any entitlements to Nil Paid Rights in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for, Nil Paid Rights,
Fully Paid Rights or New Shares or to take up any entitlements to
Nil Paid Rights will be made in any jurisdiction in which such an
offer or solicitation is unlawful. The information contained in
this announcement is not for release, publication or distribution
to persons in the United States or any other Excluded Territory,
and should not be distributed, forwarded to or transmitted in or
into any jurisdiction, where to do so might constitute a violation
of local securities laws or regulations.
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 the United States or any other
Excluded Territory.
Recipients of this announcement and/ or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
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.
Notice to all investors
J.P. Morgan Securities plc (which conducts its UK investment
banking services as J.P. Morgan Cazenove) is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by
the FCA and the PRA. N M Rothschild & Sons Limited (Rothschild)
and Numis Securities Limited (Numis) are each authorised and
regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove,
Numis and Rothschild are acting exclusively for Laird and are
acting for no one else in connection with the Rights Issue and will
not regard any other person as a client in relation to the Rights
Issue and will not be responsible to anyone other than Laird for
providing the protections afforded to their respective clients, nor
for providing advice in connection with the Rights Issue or any
other matter, transaction or arrangement referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove and Rothschild in their
capacities as Joint Sponsors by the FSMA, none of J.P. Morgan
Cazenove, Numis or Rothschild accept any responsibility or
liability whatsoever and make no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, fairness, sufficiency, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with Laird or the Nil
Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New
Shares or the Rights Issue and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Each of J.P. Morgan
Cazenove, Numis and Rothschild accordingly disclaims to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement. Each of J.P. Morgan Cazenove,
Numis and Rothschild and/or their affiliates provides various
investment banking, commercial banking and financial advisory
services from time to time to Laird.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Provisional Allotment Letters
and, if given or made, such information or representations must not
be relied on as having been authorised by Laird or J.P. Morgan
Cazenove, Numis and Rothschild. Subject to the Listing Rules, the
Prospectus Rules and the Transparency Rules of the Financial
Conduct Authority and the Disclosure Requirements, the issue of
this announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of Laird
since the date of this announcement or that the information in it
is correct as at any subsequent date.
J.P. Morgan Cazenove, Numis and their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Nil Paid Rights, the Fully Paid Rights, the New
Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise.
Accordingly, references in the Prospectus to the Nil Paid Rights,
Fully Paid Rights, Provisional Allotment Letters or New 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, J.P. Morgan
Cazenove, Numis and any of their respective affiliates acting as
investors for their own accounts. Except as required by applicable
law or regulation, J.P. Morgan Cazenove and Numis do not propose to
make any public disclosure in relation to such transactions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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