Publication of Open Offer Circular

RNS Number : 0148P

Coms PLC

03 June 2015

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE CIRCULAR TO BE PUBLISHED BY COMS PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.

3 June 2015

Coms plc

Open Offer Circular

Coms (AIM: COMS), is pleased to announce that the Circular providing details of, inter alia, the Open Offer and Capital Raising, announced on 29 May 2015, and containing anotice convening the General Meeting to be held on 19 June 2015, will today be posted to Shareholders and will shortly be available on the Company's website, www.comsplc.com.

For further information, please contact:

Coms plc                                                                                                         

Frank Beechinor (Chairman)                                                              [phone]

Charles Stanley Securities                                                                   [phone]

(Nominated Adviser and Broker)

Karri Vuori / Philip Davies

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2015

Record Date for entitlement under the Open Offer                                                      close of business on 28 May

Announcement of the Placing and Open Offer                                                                11.00 a.m. on 29 May

Ex-entitlement date for the Open Offer                                                                             3 June

Posting of the Circular, Forms of Proxy and, to Qualifying

non-CREST Shareholders only, the Application Forms                                                  3 June

Admission effective and dealings commence in the Placing Shares                      8.00 a.m. on 3 June

Open Offer Entitlements and Excess CREST Open Offer

Entitlements credited to stock accounts in CREST of

Qualifying CREST Shareholders                                                                                              8.00 a.m. on 4 June

Latest recommended time and date for requesting

withdrawal of Open Offer entitlements and Excess CREST

Open Offer Entitlements from CREST                                                                                  4.30 p.m. on 12 June

Latest time for depositing Open Offer Entitlements and Excess

CREST Open Offer Entitlements into CREST                                                                      3.00 p.m. on 15 June

Latest time and date for splitting Application Forms

(to satisfy bona fide market claims)                                                                                     3.00 p.m. on 15 June

Latest time and date for receipt of completed Application Forms

and payment in full under the Open Offer or settlement of

relevant CREST instruction (as appropriate)                                                                      11.00 a.m. on 17 June

Latest time and date for receipt of Forms of Proxy                                                        11.00 a.m. on 17 June

Expected time and date of announcement of results of the

Open Offer                                                                                                                                      7.00 a.m. on 18 June

General Meeting                                                                                                                           11.00 a.m. on 19 June

Admission effective and dealings commence in the

Open Offer Shares                                                                                                                        8.00 a.m. on 22 June

Expected date for crediting of Open Offer

Shares in uncertificated form to CREST stock accounts                                                8.00 a.m. on 22 June

Expected date of despatch of share certificates in respect of Open Offer

Shares in certificated form                                                                                                       30 June

 

IMPORTANT NOTICE

This announcement is not a Circular and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Circular.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Circular and any other documentation into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Japan or Australia or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each an "Excluded Territory").

No action has been taken by the Company or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Circular or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Excluded Territory and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Canada, Japan, or Australia.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Charles Stanley Securities. The issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising 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 or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Charles Stanley Securities by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Charles Stanley Securities accepts no responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Capital Raising, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Charles Stanley Securities accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can 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. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' 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 Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

This announcement should not be considered a recommendation by the Company, Charles Stanley Securities or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and, once available, the Circular and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.

 

END

 

 

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