Result of Open Offer

RNS Number : 5051A

UK Coal PLC

09 October 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

9 October 2009

UK Coal PLC

("UK Coal" or "the Company")

RESULT OF OPEN OFFER

On 16 September 2009, UK Coal announced a share issue to raise gross proceeds of £106.5 million (approximately £100 million net of expenses) through the issue of 142,045,413 New Shares by way of a Firm Placing and Placing and Open Offer at a price of 75 pence per New Share. The Firm Placing and Placing and Open Offer are conditional, amongst other things, on the approval of Shareholders.

The Open Offer closed at 11.00 a.m. on 8 October 2009. Under the Open Offer, valid applications have been received from Qualifying Shareholders in respect of their Open Offer Entitlements for, in aggregate, 80,630,630 Open Offer Shares, representing approximately 93.2 per cent. of the 86,489,010 Open Offer Shares offered pursuant to the Open Offer. As a consequence, 5,858,380 Open Offer Shares were available pursuant to the Excess Application Facility. Valid applications pursuant to the Excess Application Facility have been received in respect of 16,797,986 Excess Shares, representing approximately 287 per cent. of the Excess Shares available. Accordingly, applications for Excess Shares under the Excess Application Facility have been scaled back and no Open Offer Shares have been allocated to those institutional shareholders and other investors with whom they had been conditionally placed under the terms of the Placing.

In addition to the Placing and Open Offer, a further 55,556,403 New Shares will be issued through the Firm Placing.

Shareholder approval to effect the Firm Placing and Placing and Open Offer will be sought at the General Meeting to be held at 11.00 a.m. today at Farmers & Fletchers Hall, 3 Cloth Street, London EC1A 7LD. Subject to Shareholder approval, application will be made for the Admission of 142,045,413 New Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that Admission and commencement of dealings in the New Shares will become effective at 8.00 a.m. on 12 October 2009. New Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 12 October 2009, and definitive share certificates for the New Shares in certificated form are expected to be despatched by 19 October 2009. The Firm Placing and Placing and Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and Admission. 

The Enlarged Issued Share Capital of UK Coal following Admission will be 299,298,160 Shares in aggregate. The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares.

Commenting, David Jones, Chairman of UK Coal, said:

"Naturally, we are delighted with the response to our share issue, which puts in place an appropriate capital structure for UK Coal as we drive forward our strategy to realise the substantial value we see in our mining and property businesses. We thank our existing shareholders for their support and welcome our new shareholders."

This announcement should be read in conjunction with the full text of the Prospectus published by UK Coal on 16 September 2009. Definitions used in the Prospectus shall have the same meanings when used in this announcement unless the context otherwise requires. Copies of the Prospectus are available at the UK Listing Authority's Document Viewing Facility, which is situated at The UK Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and on the Company's website at www.ukcoal.com. In addition, copies of the Prospectus are available for inspection up to Admission at the offices of Freshfields Bruckhaus Deringer at 65 Fleet Street, London EC4Y 1HS.

For further information, please contact:

UK Coal plc                                                            01302 751751

Jon Lloyd, Chief Executive

David Brocksom, Finance Director

Citigate Dewe Rogerson                                        020 7638 9571

Anthony Carlisle                                                       07973 611 888

Gleacher Shacklock                                               020 7484 1150

(Financial adviser and sponsor)

Edward Cumming-Bruce

James Dawson

Evolution                                                                020 7071 4300

(Joint bookrunner, underwriter and broker)

Simon Edwards

Chris Sim

Numis                                                                     020 7260 1000

(Joint bookrunner, underwriter and broker)

Christopher Wilkinson

Brent Nabbs

Notes to Editors:

UK Coal is Britain's biggest producer of coal, producing approximately 45 per cent. of UK-mined coal and supplying approximately 15 per cent. of the coal burned in the UK's electricity generation industry in 2008. UK Coal is one of Britain's largest brownfield site property developers, owning 43,500 acres (17,600 hectares) of land across the UK, of which some 3,790 acres are currently targeted for development.

Gleacher Shacklock, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor and financial advisor exclusively to the Company and for no one else in connection with the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising and Admission or any other matters referred to herein. 

Evolution, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, underwriter and broker exclusively to the Company and for no one else in connection with the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising, Admission or any other matters referred to herein. 

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner, underwriter and broker exclusively to the Company and for no one else in connection with the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising and Admission or any other matters referred to herein. 

This announcement has been issued by, and is the sole responsibility of, UK Coal PLC. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither of Evolution, Numis nor Gleacher Shacklock nor any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.

Important notice

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

Neither the content of UK Coal's website nor any website accessible by hyperlinks on UK Coal's website is incorporated in, or forms part of, this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any New Shares to any person in Australia, Canada, Japan, South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Capital Raising or otherwise.

The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in the United States, Australia, Canada, Japan or South Africa. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada Japan or South Africa. There will be no public offer of the securities in the United States.

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.

Any person receiving this announcement is advised to exercise caution in relation to the Capital Raising. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

 

END

 

 

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