Publication of Prospectus Ann

RNS Number : 8775I

CPPGroup PLC

19 March 2010

 



TO BE RELEASED OUTSIDE THE UNITED STATES ONLY. NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SWITZERLAND, SOUTH AFRICA OR JAPAN

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by CPPGroup Plc (the "Company", and the Company and its subsidiaries at the time of Admission (as defined below), the "Group") in connection with the admission of the ordinary shares of the Company ("Ordinary Shares") to the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission").

FOR IMMEDIATE RELEASE                                                                              19 MARCH 2010

CPPGROUP PLC

Document available for inspection: Prospectus

Copies of the Prospectus have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

UK Listing Authority

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

Telephone - 020 7066 1000

In addition, the Prospectus will shortly be available to view on the website of CPPGroup Plc (www.cppgroupplc.com) or can be inspected or collected, free of charge, during normal business hours, from the following addresses:

Ashurst LLP

Broadwalk House

5 Appold Street

London, EC2A 2HA

CPPGroup Plc

Holgate Park

York

North Yorkshire Y026 4GA

Contacts:

CPP                                                                                                     Tel: [phone]

Eric Woolley, Group Chief Executive Officer                                                                                

Shaun Parker, Chief Financial Officer

UBS Investment Bank                                                                          Tel: [phone]

Hew Glyn Davies

Christopher Smith

Michael O'Brien

J.P.Morgan Cazenove                                                                         Tel: [phone]

Nick Garrett

Laurence Hollingworth

James Taylor

Tulchan Communications Group                                                         Tel: [phone]

John Sunnucks

David Allchurch

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of the Company.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in the announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the Admission of the Ordinary Shares in the capital of the Company to the Official List of the UK Listing Authority and to trading on main market for listed securities of the London Stock Exchange plc.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and UBS Limited ("UBS") (together, the "Banks") are acting as joint sponsors, joint lead managers, joint global co-ordinators and joint bookrunners in connection with Admission and the Global Offer and as underwriters in connection with the Global Offer.

The Banks are acting exclusively for the Company and no-one else in connection with the Global Offer. They will not regard any other person as their client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Banks or for giving advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

Neither of the Banks accepts any responsibility or liability whatsoever for the contents of this document or for any other statement made or purported to be made in connection with the Company, the Ordinary Shares or the Global Offer. Each of the Banks accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

This announcement and its contents may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose and in particular to any person or persons in any jurisdiction to whom it is unlawful to make such offer or solicitation.

This announcement does not contain or constitute an offer, or the solicitation of an offer to buy or subscribe for Ordinary Shares, and is not for distribution in, the United States, Canada, Australia, Switzerland, South Africa or Japan, or in any jurisdiction in which distribution is unlawful. The Ordinary Shares 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 South Africa, Canada, Switzerland, Australia or Japan, and may not be offered, sold, transferred or delivered, 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 any applicable securities laws of any states or other jurisdiction of the United States. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in South Africa, Canada, Switzerland, Australia or Japan, or to, or for the account or benefit of any national, resident or citizen of South Africa, Canada, Switzerland, Australia or Japan. There will be no public offer of the Ordinary Shares in the United States, South Africa, Canada, Switzerland, Australia or Japan. Any failure to comply with these restrictions may result in a violation of the laws of such jurisdiction.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Forward-looking 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 Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, you are cautioned that forward-looking statements are not guarantees of future performance and that you should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Each of the Company, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Ordinary Shares in the proposed Global Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Global Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The offer timetable, including date of Admission may be influenced by a range of circumstances, such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned.

In connection with the Global Offer, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting as investors for their own accounts. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or 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 announcement or its contents or otherwise arising in connection therewith.

In connection with the Global Offer, UBS, as stabilising manager, may for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the stabilising manager has entered into over-allotment arrangements pursuant to which it may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer (the "Over-Allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the stabilising manager, at any time on or before 16 April 2010. Any Over-Allotment Shares made available pursuant to the Global Offer will rank pari passu in all respects with any Ordinary Shares being sold in the Global Offer and will be purchased on the same terms and conditions as the other Ordinary Shares being issued or sold in the Global Offer and will form a single class for all purposes with the other Ordinary Shares.

In connection with the Global Offer, UBS, as stabilising manager, or any of its agents, may to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 16 April 2010. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

 

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