TIDMULE
RNS Number : 4521K
Ultra Electronics Holdings PLC
07 July 2017
7 July 2017
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
Ultra Electronics Holdings plc ("Ultra")
Results of Placing
Ultra is pleased to announce the successful completion of the
placing announced earlier today (the "Placing").
A total of 7,047,168 ordinary shares of 5 pence each in Ultra
(the "Placing Shares") have been placed by Investec at a price of
1,950 pence per Placing Share, raising gross proceeds of
approximately GBP137.4m. The Placing Shares being issued represent
approximately 9.9% of Ultra's issued ordinary share capital prior
to the Placing.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing ordinary shares of 5 pence
each in the capital of Ultra including the right to receive all
future dividends and distributions declared, made or paid.
Application will be made to the Financial Conduct Authority for
admission of the Placing Shares to the premium listing segment of
the Official List and to the London Stock Exchange (the "LSE") for
admission to trading of the Placing Shares on the LSE's main market
for listed securities (together "Admission"). It is expected that
Admission will take place at 8am on 11 July 2017 and that dealings
in the Placing Shares on the LSE's main market for listed
securities will commence at the same time.
For further information contact:
Ultra Electronics Holdings
plc +44 (0) 20 8813 4300
Rakesh Sharma, Chief Executive
Amitabh Sharma, Group Finance
Director
Susan McErlain, Corporate
Affairs Director
Investec Bank plc (Sole Bookrunner
and Broker) +44 (0) 20 7597 5970
Christopher Baird / Keith
Anderson / Carlton Nelson
RBC (Financial Adviser) +44 (0) 20 7489 1188
Mark Preston / Paul Betts
/ Louise Melikian
Guggenheim Securities (Financial
Adviser) +1 212 739 0700
Jon Huerta / Drew Heimlich
MHP Communications +44 (0) 20 3128 8756
James White
About Ultra
Ultra Electronics is an internationally successful defence,
security, transport and energy company with a long track record of
development and growth. The Ultra Group manages a portfolio of
specialist capabilities generating innovative solutions to customer
needs. Ultra applies electronic and software technologies in
demanding and critical environments ranging from military
applications, through safety-critical devices in aircraft, to
nuclear controls and sensor measurement. These capabilities have
seen the Ultra Group's highly-differentiated products contributing
to a large number of platforms and programmes.
Ultra has world-leading positions in many of its specialist
capabilities and, as an independent, non-threatening partner, is
able to support all of the main prime contractors in its sectors.
As a result of such positioning, Ultra's systems, equipment or
services are often mission or safety-critical to the successful
operation of the platform to which they contribute. In turn, this
mission-criticality secures Ultra's positions for the long-term
which underpins the superior financial performance of the Ultra
Group.
Ultra offers support to its customers through the design,
delivery and support phases of a programme. Ultra businesses have a
high degree of operational autonomy where the local management
teams are empowered to devise and implement competitive strategies
that reflect their expertise in their specific niches. The Ultra
Group has a small head office and executive team that provide to
the individual businesses the same agile, responsive support that
they provide to customers, as well as formulating Ultra's
overarching, corporate strategy.
Across the Ultra Group's three divisions, Ultra operates in the
following eight market segments:
-- Aerospace -- C2ISR
-- Land -- Nuclear
-- Communications -- Infrastructure
-- Maritime -- Underwater
Warfare
IMPORTANT NOTICES
No action has been taken by Ultra or Investec or any of their
respective affiliates, agents, directors, officers or employees
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into 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 the securities laws of any state or any other
jurisdiction of the United States. Any offering of the Placing
Shares in the United States will be made to a limited number of
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act, pursuant to an exemption from registration under
the Securities Act in a transaction not involving any public
offering. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities
Act. No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the
Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Hong Kong, Japan, New
Zealand, Singapore or the Republic of South Africa.
All statements other than statements of historical facts
included in this Announcement are, or may be deemed to be,
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "anticipates",
"estimates", "projects", "will", "may", "would", "could" or
"should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Ultra's or Sparton's
operations and potential synergies resulting from the acquisition
by Ultra of Sparton; and (iii) the effects of government regulation
on Ultra's or Sparton's business.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results,
performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The
important factors that could cause Ultra's or Sparton's actual
results, performance or achievements to differ materially from
those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of Ultra's
or Sparton's financing arrangements, foreign currency rate
fluctuations, competition in Ultra's or Sparton's principal
markets, acquisitions or disposals of businesses or assets and
trends in Ultra's and/or Sparton's principal industries. Due to
such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date hereof.
In light of these risks, uncertainties and assumptions, the
events described in the forward-looking statements in this
Announcement may not occur.
The forward-looking statements contained in this Announcement
speak only as of the date of this Announcement. Ultra, the Ultra
Directors and Investec expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the Listing Rules or the Disclosure Guidance and
Transparency Rules of the FCA, the rules of the London Stock
Exchange or the FCA.
Investec Bank plc ("Investec") and RBC Europe Limited ("RBC")
are authorised by the Prudential Regulatory Authority and regulated
in the United Kingdom by the Prudential Regulation Authority and
the Financial Conduct Authority and are acting exclusively for
Ultra and no one else in connection with the Acquisition, the
Placing, the content of this Announcement and other matters
described in this Announcement. Investec and RBC will not regard
any other person as its client in relation to the Acquisition, the
Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any placees) other than Ultra for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the Acquisition, the Placing, the
content of this Announcement or any other matters referred to in
this Announcement.
Guggenheim Securities, LLC ("Guggenheim Securities"), a broker
dealer registered with the United States Securities and Exchange
Commission and a member of the U.S. Financial Industry Regulatory
Authority, has been engaged by Ultra as its financial advisor in
connection with the Acquisition. Guggenheim Securities is not
acting for Ultra or anyone else in connection with the Placing or
any other matter described in this Announcement. Guggenheim
Securities will not regard any person other than Ultra as its
client in relation to the Acquisition, will not regard any person
(including any placees) as its client in relation to the Placing or
any other matter described in this Announcement and will not be
responsible for providing advice or any of the protections afforded
to its clients to any person other than Ultra in relation to the
Acquisition or to any person in relation to the Placing or any
other matter described in this Announcement.
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 Investec or by any of its respective
affiliates 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 or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
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 earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Ultra Group, the Sparton group or the combined group
(following the acquisition by Ultra of Sparton), as appropriate,
for the current or future years would necessarily match or exceed
the historical published earnings, earnings per share or income,
cash flow from operations or free cash flow for the Ultra Group,
the Sparton group or the combined group, as appropriate.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of Ultra's website (or any other website)
nor the content of any website accessible from hyperlinks on
Ultra's website (or any other website) is incorporated into or
forms part of this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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July 07, 2017 05:45 ET (09:45 GMT)
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