TIDMSYNT
RNS Number : 9984P
Synthomer PLC
13 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG
KONG, SINGAPORE, THE UNITED ARAB EMIRATES AND THE UNITED STATES AND
ANY OTHER JURISDICTION TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF ANY SECURITIES. 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 ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN THE PROSPECTUS. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
SYNTHOMER PLC
COMPLETION OF RIGHTS ISSUE AND
RESULT OF RUMP PLACING
13 October 2023
Following the announcement on 12 October 2023 regarding valid
acceptances under the fully underwritten 6 for 1 Rights Issue
announced by Synthomer plc (the "Company") on 7 September 2023, the
Company confirms Goldman Sachs International, J.P. Morgan
Securities plc, Morgan Stanley & Co International plc and
Citigroup Global Markets Limited, as underwriters in respect of the
Rights Issue, have successfully procured subscribers for all of the
10,319,421 New Ordinary Shares for which valid acceptances were not
received, representing approximately 7.4 per cent. of the total
number of New Ordinary Shares to be issued pursuant to the fully
underwritten Rights Issue, and for all of the 899 Ordinary Shares
resulting from the aggregation of fractional entitlements to
Consolidated Ordinary Shares, at a price of 200 pence per New
Ordinary Share (the "Placing Price").
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Rights Issue Price of 197 pence per New
Ordinary Share and the expenses of procuring subscribers, including
any applicable brokerage commissions and VAT which are not
recoverable) will be paid (without interest) to those Shareholders
whose rights have lapsed in accordance with the terms of the Rights
Issue, pro rata to their lapsed provisional allotments, save that
individual amounts of less than GBP5.00 will not be paid to such
persons but will be aggregated and will accrue for the benefit of
the Company.
Unless the context requires otherwise, capitalised terms used
but not otherwise defined in this announcement have the meanings
set out in the combined prospectus and circular dated 7 September
2023 (the "Prospectus").
For further information, please contact:
Synthomer plc IR@synthomer.com
Michael Willome +44 (0) 1279 775 306
Lily Liu
Faisal Tabbah
J.P. Morgan Cazenove (Sole Sponsor, Joint Corporate Broker, Joint Bookrunner and Joint Global
Coordinator)
Richard Perelman
Alia Malik
Charles Oakes
Will Holyoak +44 (0) 20 7742 4000
---------------------
Morgan Stanley (Joint Corporate Broker, Joint Bookrunner and Joint Global Coordinator)
Andrew Foster
Shirav Patel
Alex Smart
Emma Whitehouse +44 (0) 20 7425 8000
---------------------
Goldman Sachs (Joint Bookrunner and Joint Global Coordinator)
Nick Harper
Bertie Whitehead
Clemens Tripp
Warren Stables +44 (0) 20 7774 1000
---------------------
Citi (Joint Bookrunner)
Robert Way
Sean Weissenberger
Patrick Evans
Ram Anand +44 (0) 20 7500 5000
---------------------
Teneo
Charles Armitstead +44 (0) 20 3603 5220
---------------------
IMPORTANT NOTICES
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. 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, fairness or completeness. The
information in this announcement is subject to change without
notice.
This announcement is not a prospectus (or a prospectus
equivalent document) but an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA"). Neither this announcement nor anything contained in it
shall form the basis of, or be relied upon in conjunction with, any
offer or commitment whatsoever in any jurisdiction. Investors
should not acquire any Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares referred to in this announcement except on the
basis of the information contained in the Prospectus published by
the Company in connection with the Rights Issue.
A copy of the Prospectus is available from the registered office
of the Company and on its website at
www.synthomer.com/investor-relations/ . 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. The Prospectus provides further details of the New
Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights
being offered pursuant to the Rights Issue.
This announcement (and the information contained herein) is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of
America, its territories and possessions, any State of the United
States or the District of Columbia (collectively, the "United
States"). This announcement is not an offer for sale or the
solicitation of an offer to purchase securities in the United
States. Securities may not be offered or sold in the United States
absent registration under the US Securities Act of 1933, as amended
(the "US Securities Act"), or an exemption therefrom. The Nil Paid
Rights, the Fully Paid Rights and the New Ordinary Shares have not
been and will not be registered under the US Securities Act or
under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States 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 or other jurisdiction.
There will be no public offer of the Nil Paid Rights, the Fully
Paid Rights or the New Ordinary Shares in the United States.
Subject to certain limited exceptions, Provisional Allotment
Letters have not been, and will not be, sent to, and Nil Paid
Rights have not been, and will not be, credited to the CREST
account of, any Qualifying Shareholder with a registered address in
or that is known to be located in the United States, or to holders
of the Synthomer's American depositary shares. None of the New
Ordinary Shares, the Nil Paid Rights, the Fully Paid Rights or the
Provisional Allotment Letters, 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, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares, the
Nil Paid Rights or the Fully Paid Rights, or the accuracy or
adequacy of the Provisional Allotment Letters, 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 Ordinary 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 Ordinary 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 and the Prospectus
is not for release, publication or distribution to persons in
Australia, Canada, Hong Kong, Singapore, the United Arab Emirates
and the United States, and any other jurisdiction where the
extension or availability of the Rights Issue (and any other
transaction contemplated thereby) would breach any applicable law
or regulation, and, subject to certain exceptions, 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, the Prospectus, the
Provisional Allotment Letter and the offering or transfer of Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letter
and/or any accompanying documents 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 (once published) and
the Provisional Allotment Letters (once printed) should not be
distributed, forwarded to or transmitted in or into Australia,
Canada, Hong Kong, Singapore, the United Arab Emirates and the
United States, or any other jurisdiction where the extension or
availability of the Rights Issue (and any other transaction
contemplated thereby) would breach any applicable law or
regulation.
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
Each of Goldman Sachs International ("Goldman Sachs"), J.P.
Morgan Securities plc (which conducts its UK investment banking
business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), Morgan
Stanley & Co. International plc ("Morgan Stanley") and
Citigroup Global Markets Limited ("Citi") is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom. Each of
Goldman Sachs, J.P. Morgan Cazenove, Morgan Stanley and Citi is
acting exclusively for Synthomer plc and no one else in connection
with this announcement and the Rights Issue will not be responsible
to anyone other than Synthomer plc for providing the protections
afforded to its clients nor for providing advice to any person in
relation to the Rights Issue or any matters referred to in this
announcement.
None of Goldman Sachs, J.P. Morgan Cazenove, Morgan Stanley or
Citi, nor any of their respective subsidiaries, branches or
affiliates, nor any of their respective directors, officers or
employees 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, J.P. Morgan Cazenove, Morgan Stanley or Citi in
connection with the Rights Issue, this announcement, any statement
contained herein, or otherwise.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Nil Paid Rights, Fully Paid Rights and the New
Ordinary Shares have been subject to a product approval process,
which has determined that they each are: (a) 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 Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook; and (b) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for
the purposes of the UK Product Governance Requirements) should note
that: the price of the Nil Paid Rights, Fully Paid Rights and the
New Ordinary Shares may decline and investors could lose all or
part of their investment; the Nil Paid Rights, Fully Paid Rights
and the New Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Nil Paid Rights, Fully
Paid Rights and the New Ordinary Shares 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 any contractual, legal or
regulatory selling restrictions in relation to the Rights Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters 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: (i) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively, of the FCA
Handbook Conduct of Business Sourcebook; or (ii) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to, the Nil Paid
Rights, Fully Paid Rights and the New Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Nil Paid Rights, Fully Paid Rights and
the New Ordinary Shares and determining appropriate distribution
channels.
FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements, including
with respect to financial information, that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
In some cases, forward-looking statements use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning.
None of the Company, its officers, advisers or any other person
gives any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur, in part or in whole.
No undue reliance should be placed on any such statements
because they speak only as at the date of this announcement and, by
their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results, and the Company's plans and objectives, to differ
materially from those expressed or implied in the forward-looking
statements. No representation or warranty is made that any
forward-looking statement will come to pass. You are advised to
read the Prospectus when published and the information incorporated
by reference therein in their entirety, and, in particular, the
section of the Prospectus headed "Risk Factors", for a further
discussion of the factors that could affect the Group's future
performance and the industry in which it operates. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements, including statements regarding
prospective financial information, in this announcement may not
occur. In addition, even if the Group's actual results of
operations, financial condition and the development of the business
sectors in which it operates are consistent with the
forward-looking statements contained in the Prospectus, those
results or developments may not be indicative of results or
developments in subsequent periods. These statements are not fact
and should not be relied upon as being necessarily indicative of
future results, and readers of this announcement are cautioned not
to place undue reliance on the forward-looking statements,
including those regarding prospective financial information.
No statement in this announcement is intended as a profit
forecast or estimate for any period, and no statement in this
announcement should be interpreted to mean that underlying
operating profit for the current or future financial years would
necessarily be above a minimum level, or match or exceed the
historical published operating profit or set a minimum level of
operating profit, nor that earnings or earnings per share or
dividend per share for the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
the Company.
Neither the Company nor any of the Underwriters are under any
obligation to update or revise publicly any forward-looking
statement contained within this announcement, whether as a result
of new information, future events or otherwise, other than in
accordance with their legal or regulatory obligations (including,
for the avoidance of doubt, the Prospectus Regulation Rules, the
Listing Rules, MAR, FSMA and Disclosure Guidance and Transparency
Rules). Additionally, statements of the intentions or beliefs of
the board of directors of the Company reflect the present
intentions and beliefs of the board of directors of the Company as
at the date of this announcement and may be subject to change as
the composition of the board of directors of the Company alters, or
as circumstances require.
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