Prospectus for listing of Additional Warrants

RNS Number : 1266Y

Symphony International Holdings Ltd

18 February 2013

 



Not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such distribution would be unlawful.

THIS ANNOUNCEMENT COMPRISES AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3R OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 18 FEBRUARY 2013 IN CONNECTION WITH THE LISTING OF THE ADDITIONAL WARRANTS AND MANAGEMENT SHARES. COPIES OF THE PROSPECTUS ARE AVAILABLE (OTHER THAN TO EXISTING SHAREHOLDERS AND HOLDERS OF EXISTING DEPOSITARY INTERESTS WITH REGISTERED ADDRESSES IN, OR WHO ARE LOCATED IN, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA): (I) AT THE COMPANY'S WEBSITE (www.symphonyasia.com); and (II) VIA THE NATIONAL STORAGE MECHANISM.

18 February 2013

Symphony International Holdings Limited

Publication of Prospectus for listing of Additional Warrants pursuant to the October 2012 Rights Issue

and Additional Management Shares

Symphony International Holdings Limited (the "Company") (LSE: SIHL), is a London listed strategic investment company that invests in consumer-related businesses, primarily in the healthcare, hospitality, and lifestyle sectors (including branded real estate developments) as well as investments in special situations and structured transactions in the Asia-Pacific region.

Further to the announcements by the Company dated 22 October 2012 and 24 October 2012, the Company announces the publication, following its approval by the UK Listing Authority, of its prospectus dated 18 February 2013 in relation to, inter alia, the Additional Warrants to be issued as a result of the Rights Issue announced in October 2012 and Additional Management Shares (the "Prospectus").

Applications have been made to the UK Listing Authority and to the London Stock Exchange for the 3,289,845 Additional Warrants and the 2,059,745 Additional Management Shares to be listed on the "standard listing" segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective at 8.00 a.m. on 19 February 2013. Definitive certificates in respect of the Additional Warrants to be held in certificated form are expected to be dispatched by post by no later than 26 February 2013.

The Prospectus has not been prepared in connection with an offer or sale of securities, and is being provided in compliance with the admission requirements for the London Stock Exchange and is for informational purposes only.

A copy of the Prospectus shall shortly be made available on the National Storage Mechanism www.hemscott.com/nsm.do and on the Company's website: www.symphonyasia.com.

Definitions used in the Prospectus dated 18 February 2013 shall have the same meanings when used in this announcement, unless the context otherwise requires. All references to time in this announcement are to the time in London.

For further information, please contact:

Symphony Asia Limited                                                     [phone]

Sunil Chandiramani

Panmure Gordon (UK) Limited                                         [phone]

Andrew Potts / Adam James (Corporate Finance)

FTI Consulting                                                                    [phone] / 7175 / 7297

Neil Doyle / Tom Willetts / Ed Berry

Important Information

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful. The Additional Warrants and Management Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within such jurisdictions.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon (UK) Limited ("Panmure Gordon") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers by the Company, and any responsibility or liability therefore is expressly disclaimed.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in connection with the matters set out in this announcement. Panmure Gordon is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, Panmure Gordon accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the matters referred to in this announcement, 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 the future. Panmure Gordon accordingly disclaims to the fullest extent permitted by law all and any responsibility and 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.

The Company's securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, ("Securities Act") and may not be offered, sold or transferred, directly or indirectly, within or into the United States unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. There will be no public offer of any securities of the Company in the United States.

This announcement has been prepared in accordance with English law, the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement, the Prospectus, the Additional Warrants and the Management Shares in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in the Company or any other entity.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negative of those terms or other comparable terminology, are based on the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it at the date of this announcement. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company at the date of this announcement or are within its control. If a change occurs, the Company's business, financial condition and results of operations may vary materially from those expressed in its forward-looking statements.

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 information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Panmure Gordon assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of the Additional Warrants or Management Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Company's securities have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

Neither the Company nor Symphony Investment Managers Limited, its investment manager, are associated or affiliated with any other fund managers whose names include "Symphony", including, without limitation, Symphony Financial Partners Co., Ltd.

End of Announcement

 

END

 

 

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