Cairn Homes Completion of Placing

RNS Number : 7528H

Cairn Homes plc

02 December 2015

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA

For immediate release

02 December 2015

CAIRN HOMES ANNOUNCES SUCCESSFUL COMPLETION OF A PLACING OF 46,926,749 NEW ORDINARY SHARES

Cairn Homes p.l.c. (the "Company" or "Cairn Homes") is pleased to announce the successful completion of the placing of ordinary shares announced on 1 December 2015 (the "Placing").

A total of 46,926,749 new Ordinary Shares in Cairn Homes ("Placing Shares") have been placed by Goodbody and Credit Suisse at a price of €1.11 per Placing Share, raising total gross proceeds of approximately €52.1 million for the Company.

The Placing Shares being issued represent approximately 9.99 per cent. of the Company's existing issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Applications have been made for admission of the Placing Shares to listing on the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission of the Placing Shares will become effective at or around 8.00a.m. (London Time) on 4 December 2015 and that dealings in the Placing Shares will commence at that time.

Goodbody and Credit Suisse acted as Bookrunners and as agents of the Company in connection with the Placing.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the placing announcement of the Company released on 01 December 2015.

Commenting on the Placing, CEO Michael Stanley said:

"We are delighted to have successfully completed this placing with the very strong support received from our shareholders. We are ideally placed to capitalise on the recovering Irish residential property market. The funds raised will enable us to continue to acquire attractive and well located residential development sites and provide us with the additional financial strength to scale our housebuilding operations."

For further information, please contact:

Cairn Homes p.l.c                                                                                                  [phone]

Michael Stanley

Eamonn O'Kennedy

Goodbody                                                                                                              [phone]

Linda Hickey

Stephen Kane

Credit Suisse                                                                                                   [phone]

Charles Donald

Camilla Hughes

Omri Lumbroso

Hume Brophy                                                                                                      [phone]

Maria Cryan

Edel Bach

About the Company

Cairn Homes p.l.c. is an Irish homebuilder with a highly experienced management team. The Company is committed to constructing high quality new homes with an emphasis on design, innovation and customer service. The Company expects to acquire greenfield or brownfield sites in Ireland that are suitable for residential development, with an emphasis on Dublin and the Dublin commuter belt, as well as in Cork and Galway and other major urban centres, as appropriate. See www.cairnhomes.com for more information.

Disclaimer

This Announcement and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America, (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Japan, South Africa, Switzerland (each a "Restricted Territory") or any other state or jurisdiction in which such publication, release or distribution would be unlawful.  This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  

This Announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Switzerland or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, Switzerland or South Africa.

No public offering of the Placing Shares is being made.  This Announcement is not a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive").  No prospectus has been or will be prepared or made available in connection with the matters contained in this Announcement and no such prospectus is required under the Prospectus Directive to be published in connection with the Placing.  This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA") and, it is directed only at; (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(E) of the Prospectus Directive ("Qualified Investors"); (B) to the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling with Article 49(2)(A) to (D) ("High net worth companies, unincorporated associations, etc.") of the Order; or (iii) are persons to whom it may otherwise lawfully be communicated (each a "Relevant Person").  No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so.  By accepting the terms of this Announcement you represent and agree that you are a Relevant Person.

This Announcement has been issued by, and is the sole responsibility of, the Company.  None of Goodbody, Credit Suisse, or any of their respective affiliates, directors, officers, employees, advisers or agents, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to or in relation to, the accuracy, completeness, correctness or fairness of this Announcement or any document referred to in this Announcement (or whether any information has been omitted from this Announcement)  or any other information relating to the Company, it subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith.  Accordingly, each of Goodbody, Credit Suisse and any of their respective affiliates, directors, officers and employees, and any other person acting on their behalf, expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this Announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

Goodbody, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement.

Credit Suisse, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the Bookbuild, the Placing and Admission, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, Admission or any other matter referred to in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company and / or the 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 Bookrunners to inform themselves about, and to observe, such restrictions.

Certain statements contained in this Announcement constitute "forward-looking" statements regarding the belief of current expectation of the Company, the Directors, and the management team about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology  as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue",  "target", "goal", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. Neither the Company nor the Bookrunners undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Cairn Homes p.l.c. or individuals acting on behalf of Cairn Homes p.l.c. are expressly qualified in their entirety by this paragraph. Nothing in this Announcement is intended to be a profit estimate for any period or a forecast of future profits.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever.  Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised.  Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

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 the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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