TIDMSMDS
RNS Number : 9196R
Smith (DS) PLC
19 June 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY OF THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,
SWITZERLAND OR THE UNITED ARAB EMIRATES OR INTO ANY JURISDICTION
WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD
NOT SUBSCRIBE FOR THE SECURITIES REFERRED TO IN THIS ADVERTISEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS. A PROSPECTUS
WILL BE PUBLISHED AND INVESTORS WILL BE ABLE TO OBTAIN IT FROM THE
OFFICES OF DS SMITH.
19 June 2018
For immediate release
DS SMITH PLC
Publication of Prospectus and Circular
Further to the announcement of the Company earlier this morning
relating to the Rights Issue, the Company announces that the
Prospectus in respect of the proposed Rights Issue and class 1
circular (the "Circular") in respect of the proposed acquisition of
Papeles y Cartones de Europa, S.A. was approved today by the
Financial Conduct Authority. The Prospectus, Circular and form of
proxy will be posted to shareholders today and has been published
on the Company's website at www.dssmith.com.
Copies of the Prospectus and Circular has been submitted to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/nsm.
Copies of the Prospectus, Circular and form of proxy will also
be available from the Company's offices at 350 Euston Road,
Regent's Place, London NW1 3AX.
For further information, please contact:
DS Smith
Investors +44 (0)20 7756 1800
Hugo Fisher, Group Communications Director
Rachel Stevens, Investor Relations Director
Media +44 (0)20 7756 1886
Greg Dawson, Corporate Affairs Director
Goldman Sachs International (Lead Financial Adviser and Joint
Bookrunner) +44 (0)20 7774 1000
Anthony Gutman
Nick Harper
Charlie Lytle
J.P. Morgan Cazenove (Sponsor, Financial Adviser and Joint Bookrunner) +44 (0)20 7777 2000
Charles Harman
Richard Walsh
Guy Bomford
Citigroup Global Markets Limited (Joint Bookrunner) +44 (0)20
7986 4000
Andrew Seaton
Alex Carter
Christopher Wren
Brunswick Group LLP +44 (0)20 7404 5959
Simon Sporborg
Emma Walsh
Christina Clark
A copy of this announcement will be made available at
www.dssmith.com. The information contained within this announcement
is inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. The person responsible for this
announcement on behalf of DS Smith is Iain Simm, Group General
Counsel and Company Secretary.
Goldman Sachs International ("GSI" or "Goldman Sachs") is acting
as lead financial adviser to DS Smith in connection with the
Acquisition. J.P. Morgan Securities plc (which conducts its UK
investment banking business as J.P. Morgan Cazenove) ("JPMC" or
"J.P. Morgan") is acting as financial adviser and sponsor to DS
Smith in connection with the Acquisition. GSI and JPMC are acting
as joint underwriters on debt financing. Citigroup Global Markets
Limited ("Citi"), GSI and JPMC are acting as joint underwriters on
equity financing.
Important Notice
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 19 June 2018 unless otherwise defined herein.
This announcement does not constitute an offer to sell or a
solicitation of an offer to purchase
any securities in any jurisdiction.
Any offer to acquire the Company's securities pursuant to the
proposed Rights Issue referred to in these materials will be made,
and any investor should make his investment, solely on the basis of
information that will be contained in the prospectus to be made
generally available in the United Kingdom in connection with such
Rights Issue. When made generally available, copies of the
prospectus may be obtained at no cost from the Company or through
the website of the Company.
The information contained herein is not for distribution or
publication, whether directly or indirectly and whether in whole or
in part, in or into the United States, Australia, Canada, Hong
Kong, Japan, South Africa, Switzerland or the United Arab Emirates,
or any other jurisdiction where to do so would constitute a
violation of the securities laws of such jurisdiction. These
materials do not contain or constitute an offer for sale or the
solicitation of an offer to purchase securities in the United
States, Australia, Canada, Hong Kong, Japan, South Africa,
Switzerland or the United Arab Emirates.
The securities referred to herein 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, and may not be offered or
sold in the United States absent registration under the Securities
Act or an available 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.
There will be no public offering of securities in the United
States, Australia, Canada, Hong Kong, Japan, South Africa,
Switzerland or the United Arab Emirates, or any other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of such jurisdiction.
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, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent
financial adviser. The information contained in this announcement
is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations. This announcement has been issued
by and is the sole responsibility of the Company. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. The information in this
announcement is subject to change without notice.
Citi, which is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom, is acting for the company and no
one else in connection with the Acquisition and Rights Issue and
will not be responsible to anyone other than the company for
providing the protections afforded to clients of Citi, nor for
providing advice in relation to the Acquisition or the Rights
Issue. Neither Citi nor any of its respective subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Citi, in connection with the Acquisition or Rights
Issue, any statement contained in this announcement or
otherwise.
Goldman Sachs, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting solely 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
Goldman Sachs, nor for providing advice in relation to the
Acquisition or the Rights Issue. Neither Goldman Sachs nor any of
its respective subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Goldman Sachs, in connection
with the Acquisition or the Rights Issue, any statement contained
in this announcement or otherwise.
JPMC, which is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom, is acting solely for the company
as sponsor and financial adviser in connection with the Acquisition
and as sponsor in connection with the Rights Issue and no one else
and will not regard any other person as its client in relation to
the Acquisition or Rights Issue and will not be responsible to
anyone other than the company for providing the protections
afforded to clients of JPMC, nor for providing advice in relation
to the Acquisition or the Rights Issue. Neither JPMC nor any of its
respective subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of JPMC, in connection with the
Acquisition or the Rights Issue, any statement contained in this
announcement or otherwise.
Save for the responsibilities and liabilities, if any, of each
of Citi, Goldman Sachs and JPMC under FSMA or the regulatory regime
established under FSMA, each of Citi, Goldman Sachs and JPMC
assumes no responsibility whatsoever and makes no representations
or warranties, express or implied, in relation to the contents of
this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by the company, or on the company's behalf, or by Citi,
Goldman Sachs or JPMC, or on any of their behalf, and nothing
contained in this announcement is, or shall be, relied on as a
promise or representation in this respect, whether as to the past
or the future, in connection with the company or the Acquisition.
Each of Citi, Goldman Sachs and JPMC disclaims to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this announcement or any
such statement.
The distribution of this announcement in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
Citi, GSI or JPMC 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 should inform
themselves about and observe any such restrictions.
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
PDIFKCDKOBKDNAD
(END) Dow Jones Newswires
June 19, 2018 13:07 ET (17:07 GMT)
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