TIDMWEIR
RNS Number : 5120L
Weir Group PLC
19 April 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" BELOW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
Result of Placing
The Weir Group PLC ("Weir" or the "Company") is pleased to
announce the completion of the placing of ordinary shares announced
earlier today (the "Placing").
A total of 16,699,763 new ordinary shares in Weir (the "Placing
Shares") have been placed by Goldman Sachs International and UBS
Limited (the "Joint Bookrunners"), at a price of 2,175 pence per
share, raising gross proceeds of approximately GBP363 million. The
Placing Shares being issued represent, in aggregate, approximately
7.4 per cent of Weir's issued ordinary share capital prior to the
Placing. The issue price of the Placing represents a discount of
2.8% to the middle market price at the time that the Company and
the Joint Bookrunners agreed the Placing Price. The Placing Shares
will, when issued, be credited as fully paid and rank pari passu
with the existing ordinary shares in the capital of the Company
including the right to receive all future dividends and
distributions declared, made or paid after the date of issue of the
Placing shares.
Application has been made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to
trading on the main market for listed securities of the London
Stock Exchange plc (the "LSE") (together "Admission"). It is
expected that the settlement for the Placing Shares and Admission
will take place at 8.00am on 23 April 2018 (the "Closing Date").
The Placing is conditional, among other things, upon Admission
becoming effective not later than 8:00 a.m. on 23 April 2018 (or
such later date as the Company, Goldman Sachs and UBS may otherwise
agree) and upon the Placing Agreement becoming unconditional and
not being terminated in accordance with its terms.
BlackRock Investment Management currently holds more than 10% of
the ordinary share capital of the Company. For the purposes of UK
Listing Rule 11 it is therefore classified as a related party.
Pursuant to the placing, BlackRock Investment Management has agreed
to subscribe for 2.1 million shares raising gross proceeds of GBP47
million. This is classified as a smaller related party transaction
under LR 11.1.10.R.
Following Admission, the total number of shares of the Company
in issue will be 241,390,791. Weir currently holds 211,322 shares
as treasury shares and therefore, following Admission, the total
number of voting shares in the Company will be 241,179,469.
This above figure 241,179,469 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 7.00 a.m. (BST) on the date hereof.
In connection with the Placing, Goldman Sachs International and
UBS Limited are acting as Joint Bookrunners, Joint Sponsors and
Joint Corporate Brokers.
The person making this notification on behalf of The Weir Group
PLC is Christopher Morgan, Company Secretary.
About The Weir Group PLC
Founded in 1871, Weir is one of the world's leading engineering
businesses providing mission-critical equipment and aftermarket
solutions to energy and natural resources customers in more than 70
countries. The group, which employs around 15,000 people, comprises
three divisions: Minerals; Oil & Gas; and Flow Control, and is
headquartered in Glasgow, Scotland, UK. Weir's ordinary shares
trade on the London Stock Exchange (ticker: WEIR.LN) and its
American Depositary Receipts trade over-the-counter in the USA
(ticker: WEGRY).
Enquiries
Investors: Stephen Christie +44 779 511 0456
Media: Raymond Buchanan +44 771 326 1447
Brunswick: Patrick Handley / Nick Cosgrove +44 20 7396 5395
Goldman Sachs International
+44 20 7774 1000
Phil Raper / Bertie Whitehead
UBS Limited
+44 20 7567 8000
Christopher Smith / Alex Bloch / Tom Snowball
IMPORTANT INFORMATION
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 Placing Shares have
been subject to a product approval process, which has determined
that such securities 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 securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners only procured
investors who met 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 securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining
appropriate distribution channels.
This Announcement is for information only and does not
constitute an offer to sell, or a solicitation of an offer to buy
or otherwise acquire, any securities in any jurisdiction. Persons
needing advice should consult an independent financial adviser.
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 the
Joint Bookrunners or by any of their 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.
Each of the Joint Bookrunners is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
and is acting for the Company in connection with the Placing and no
one else and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing, the contents of
this Announcement or any transaction or any other matters referred
to herein. In connection with the Placing, each of the Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may subscribe for or purchase
Placing Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
The distribution of any information in this Announcement and the
offer, sale and delivery of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or the Joint Bookrunners 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 are required
by the Company and the Joint Bookrunners to inform themselves
about, and to observe, any such restrictions.
This Announcement may contain statements that are, or are deemed
to be, forward-looking statements. In some instances,
forward-looking statements can be identified by the use of terms
such as "projects", "forecasts", "anticipates", "expects",
"believes", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology.
Forward-looking statements are not guarantees of future performance
and are subject to a number of known and unknown risks and
uncertainties that may cause actual results and events to differ
materially from those expressed in or implied by such
forward-looking statements, including, but not limited to: general
economic and business conditions; demand for the Company's products
and services; competitive factors in the industries in which the
Company operates; exchange rate fluctuations; legislative, fiscal
and regulatory developments; political risks; terrorism, acts of
war and pandemics; changes in law and legal interpretations; and
the impact of technological change. Forward-looking statements
speak only as of the date of such statements and, except as
required by applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. Any
statements contained in this Announcement regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. The information
contained in this Announcement is subject to change without
notice.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (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, resold, pledged, delivered, distributed or transferred,
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 has been and will be
no public offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan or
South Africa and, subject to certain exceptions, may not be offered
or sold, directly or indirectly, in Australia, Canada, Japan or
South Africa. There has been and will be no public offering of the
Placing Shares in Australia, Canada, Japan, South Africa or
elsewhere.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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