Stabilisation Notice

RNS Number : 8458I

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

FOR IMMEDIATE RELEASE                                                                        19 MARCH 2010

Stabilisation Notice: CPPGroup Plc

In connection with the Global Offer in relation to the following Ordinary Shares:

CPPGroup Plc Ordinary Shares of 10p each

ISIN Code: GB00B5W55H93

Pursuant to Rule 3070 of the Rules of the London Stock Exchange, UBS Limited hereby notifies the London Stock Exchange that, as stabilising manager, either it or its agents may over-allot and/or effect other transactions with a view to supporting the market price of the Ordinary Shares of CPPGroup Plc ("Ordinary Shares") at a level higher than that which might otherwise prevail from 8:00a.m. on 19 March 2010 to close of business on 16 April 2010.However, there is no obligation on UBS Limited, or any agent of UBS Limited, to do thisand there is no assurance that stabilising transactions will be undertaken. Such transactions may be effected on the London Stock Exchange, any over the counter market, other stock exchange or otherwise. Such stabilising, if commenced, may be discontinued at any time without prior notice and must be brought to an end no later than 16 April 2010. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the issue price of 235p. Save as required by law or regulation, neither UBS Limited 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.

In connection with the Global Offer, Hamish Ogston (as Over-allotment Shareholder), has granted UBS Limited, on behalf of itself and J.P. Morgan Securities Limited, an Over-allotment Option, exercisable in whole or in part upon notice by UBS Limited on or before 16 April 2010 which, if exercised will require the Over-allotment Shareholder to sell up to 10 per cent. of the aggregate number of Ordinary Shares available in the Global Offer (before any exercise of the Over-allotment Option) at the Offer Price to cover short positions arising from any over-allotments and/or sales of Ordinary Shares effected by UBS Limited during the stabilising period.

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.

UBS Limited has agreed with CPPGroup Plc that any over-allotment of Ordinary Shares by it or any of its agents will be up to a maximum of 10 per cent. of the total number of Ordinary Shares comprised in the Global Offer (before any exercise of the Over-allotment Option).

Number of Ordinary Shares in the Global Offer:  63,829,786 (assuming no exercise of the over-allotment option)

Number of Ordinary Shares subject to the over-allotment option: 6,382,978

The issue price of CPPGroup Plc Ordinary Shares of 10p each was set at 235p on 18 March 2010

UBS Limited contacts:

Sam Kendall

020 7568 3506

Edward Cook

020 7568 2227

IMPORTANT NOTICE

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

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 Limited and UBS Limited (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. 

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, Japan or elsewhere. Any failure to comply with these restrictions may result in a violation of the laws of such jurisdiction.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of  CPPGroup Plc in any jurisdiction.

 

END

 

 

STAKKCDPBBKKDND