Publication of Prospectus

RNS Number : 4255K

Pendragon PLC

14 July 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

14 July 2011

Pendragon PLC

Publication of Prospectus

Further to the announcement made today by Pendragon PLC ("Pendragon" or the "Company") in relation to the Rights Issue to raise gross proceeds of approximately £75.2 million (approximately £70.8 million net of expenses), Pendragon announces that a combined prospectus and circular, containing details of the Rights Issue and the amendment and extension of the Company's bank facilities, and convening a general meeting to approve certain matters related to the Rights Issue, will be posted to shareholders today.

The combined prospectus and circular will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.hemscott.com/nsm.do. In addition, the combined prospectus and circular will be available to view on the Company's website (www.pendragonplc.com) and will be available for inspection at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD.

-ends-

 For further information, please contact:

Pendragon PLC                                                                                                                    Tel: [phone]

Trevor Finn, Chief Executive

Tim Holden, Finance Director

Finsbury                                                                                                                                Tel: [phone]

Philip Walters

Gordon Simpson

Important notice:

THE NIL PAID RIGHTS, THE FULLY PAID RIGHTS, THE PROVISIONAL ALLOTMENT LETTERS AND THE NEW ORDINARY SHARES (COLLECTIVELY, THE "SECURITIES") REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD, TAKEN UP, EXERCISED, RESOLD, RENOUNCED TRANSFERRED OR DELIVERED IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER APPLICABLE LAW OR EXEMPT FROM REGISTRATION. THE COMPANY DOES NOT INTEND TO REGISTER ANY PORTION OF THE RIGHTS OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. ANY OFFERING OF SECURITIES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY SUBJECT TO CERTAIN RESTRICTIONS AND WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT AS WELL AS FINANCIAL STATEMENTS. NO MONEY, SECURITIES OR OTHER CONSIDERATION IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED HEREIN, WILL NOT BE ACCEPTED. THE COMPANY WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE ACT.

This announcement has been issued by and is the sole responsibility of Pendragon.

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser and joint sponsor to the Company in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein.

RBS Hoare Govett Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser, joint sponsor, joint broker, joint bookrunner and joint underwriter in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protections afforded to its customers, or for advising any such person on the contents of this announcement or any other transaction, arrangement or matter referred to herein.

Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner and joint underwriter in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protection afforded to its customers, or for advising any such person or the contents of this announcement or any other transaction, arrangement or matter referred to herein.

Arden Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint underwriter, joint broker and co-bookrunner in connection with the Rights Issue and will not be responsible to any person other than the Company for providing the protection afforded to its customers, or for advising any such person or the contents of this announcement or any other transaction, arrangement or matter referred to herein.

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 which is to be published in due course. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No relevance may or should be placed by any person whatsoever on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. The Prospectus will shortly be available on Pendragon's website and will be available for inspection at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD.

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 Nil Paid Rights, Fully Paid Rights or New Ordinary Shares, 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 Rights Issue 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 Excluded Territories.

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 restriction may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

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

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

ANNEX 1

DEFINITIONS AND GLOSSARY

The following expressions have the following meaning throughout this announcement, unless the context otherwise requires:

"Arden Partners"	Arden Partners plc;
"Barclays Capital"	Barclays Capital, the investment banking division of Barclays Bank PLC;
"Company" or "Pendragon"	Pendragon PLC;
"Excluded Territories" (and each an "Excluded Territory")	the US, Canada, Japan, Australia and the Republic of South Africa and any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law or regulation;
"Financial Services Authority" or "FSA"	the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the premium segment of the Official List otherwise than in accordance with Part VI of FSMA;
"Fully Paid Rights"	Rights to acquire the New Ordinary Shares, fully paid;
"New Ordinary Shares"	the new Ordinary Shares of 5 pence proposed to be issued by the Company pursuant to the Rights Issue;
"Nil Paid Rights"	rights to acquire New Ordinary Shares, nil paid, provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;
"Prospectus"	the document dated 14 July 2011 comprising a circular and a prospectus relating to the Company for the purpose of the Rights Issue (together with any supplements or amendments thereto);
"Qualifying Shareholders"	holders of Ordinary Shares on the register of members of the  Company at the Rights Issue Record Date;
"US Securities Act"	the US Securities Act of 1933, as amended.

 

END

 

 

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