TIDMSHI
RNS Number : 6025S
SIG PLC
09 July 2020
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, JAPAN,
SOUTH AFRICA, MALAYSIA, NEW ZEALAND OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICES AT THE END 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 SHARES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE NEW SHARE
ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE,
SELL OR OTHERWISE DISPOSE OF 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 AT
WWW.SIGPLC.COM .
10 July 2020
SIG plc
(the "Company")
Admission of New Ordinary Shares
The Company today announces that, pursuant to the CD&R
Investment, the Firm Placing and Placing and Open Offer and the
Directors and Senior Management Subscription announced on 19 June
2020, 589,999,995 New Ordinary Shares will be admitted to listing
on the premium listing segment of the Official List of the
Financial Conduct Authority and will be admitted to trading on the
London Stock Exchange plc's Main Market for listed securities at
8.00 a.m. today.
All capitalised terms in this announcement have the meaning
given to them in the combined circular and prospectus dated 19 June
2020 (the "Prospectus"), unless otherwise defined in this
announcement.
LEI: 213800VDC1BKJEZ8PV53
Enquiries
SIG plc
Andrew Allner, Chairman +44 (0) 114 285 6300
Steve Francis, Chief Executive Officer +44 (0) 114 285 6300
Ian Ashton, Chief Financial Officer +44 (0) 114 285 6300
Lazard - Lead Financial Adviser
Cyrus Kapadia / Vasco Litchfield / Nick Fowler +44 (0) 20 7187
2000
Jefferies International Limited - Financial Adviser, Joint
Sponsor & Joint Broker
Ed Matthews / Philip Noblet / Lee Morton / Will Soutar +44 (0)
20 7029 8000
Peel Hunt LLP - Financial Adviser, Joint Sponsor & Joint
Broker
Charles Batten / Nicholas How / Sam Cann +44 (0) 20 7418
8900
FTI Consulting
Richard Mountain / Susanne Yule +44 ( 0) 20 3727 1340
Important notices
Lazard & Co., Limited (Lazard) and each of Jefferies
International Limited (Jefferies) and Peel Hunt LLP (Peel Hunt)
(together, in the case only of Jefferies and Peel Hunt, the Joint
Bookrunners), which are each authorised and regulated in the UK by
the FCA, are each acting exclusively for SIG plc and no one else in
connection with the contents of this announcement, the Capital
Raise or any other matters referred to in this announcement and
will not regard any other person as a client in relation to the
Capital Raise or any other matters referred to in this announcement
and will not be responsible to anyone for providing the protections
afforded to their clients nor for giving advice to any other person
in relation to the contents of this announcement, the Capital Raise
or any other matter or arrangement referred to in this
announcement. Neither Lazard nor the Joint Bookrunners are
responsible for the contents of this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Joint Bookrunner, Lazard or by any of their respective affiliates,
directors, employees, advisers or agents as to, or in relation to,
the accuracy or completeness of this announcement or any other
written or oral information made available to any interested party
or its advisers, and any liability therefore is expressly
disclaimed.
Neither this announcement nor any copy of it nor the information
contained in it and any related materials is for publication,
distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the
District of Columbia) (subject to certain restrictions), Australia,
its territories and possessions, Canada, Japan, South Africa,
Malaysia, New Zealand or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction.
The distribution of this announcement and the offering of the
New Ordinary Shares may be restricted by law in certain
jurisdictions.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the Securities
Act), or under any securities laws of any state or other
jurisdiction of the United States. The New Ordinary Shares may not
be offered, sold, taken up, exercised, resold, transferred or
delivered, directly or indirectly, into or within the United
States, except pursuant to an 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 New Ordinary Shares in the United States.
The New Ordinary Shares to be issued or sold pursuant to the
Firm Placing and Placing and Open Offer will not 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments , as amended (MiFID II); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the MiFID
II Product Governance Requirements), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares to be issued in the Capital Raise have been
subject to a product approval process, which has determined that
the New Ordinary Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the Target
Market Assessment). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares to be issued in the Capital
Raise provide no guaranteed income and no capital protection; and
an investment in the New Ordinary Shares to be issued in the
Capital Raise is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Capital Raise .
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and Peel Hunt will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Unless the context otherwise requires, all references to time
are to London time.
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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