Confirms the exercise of over-allotment option
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SWITZERLAND, JAPAN OR SOUTH AFRICA
For immediate release
22 June 2015
Cairn Homes P.L.C. confirms the exercise of over-allotment option
Cairn Homes p.l.c. (the "Company") announces that, in connection with its successful initial public offering of ordinary shares, Credit Suisse Securities (Europe) Limited, acting as stabilisation manager, has exercised the over-allotment option granted by the Company, in respect of 40,000,000 ordinary shares (the "Over-allotment Shares"), representing 10 per cent of the total number of Ordinary Shares comprised in the Offer.
An application has been made on behalf of the Company for the Over-allotment Shares to be admitted to the standard listing segment of the Official List of the FCA and the London Stock Exchange and to trading on the main market for listed securities of the London Stock Exchange. It is expected that such admission will occur at 8.00 a.m. on 23 June 2015.
The Over-allotment Shares will be issued at the Offer Price of €1.00 per Over-allotment Share, raising additional gross proceeds for the Company of €40 million.
Further information about the Company is available on its website at www.cairnhomes.com.
Unless defined herein, terms used in this announcement shall have the same meaning given to them in the Prospectus published by the Company.
FOR FURTHER DETAILS CONTACT:
Hume Brophy (PR)
London +44 203 440 5653
Mary Clark
Supriya Mathur
Dublin +353 1 662 4712
Maria Cryan
Edel Bach
Joint Global Co-ordinators
Credit Suisse Securities (Europe) Limited +44 (0) 20 7888 8888
Charles Donald
Camilla Hughes
Omri Lumbroso
Goodbody Stockbrokers +353 1 614 0600
Kevin Keating
Linda Hickey
John Flynn
David Morrison
IMPORTANT NOTICES
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company in connection with the admission of the Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. Copies of the Prospectus are available from the Company's registered office, 15 Upper Mount Street, Dublin 2, Ireland, at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES and on the Company's website www.cairnhomes.com.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
In addition, the Ordinary Shares referred to herein have not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, Switzerland, Japan or South Africa. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, Switzerland, Japan or South Africa.
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any 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, any contract therefor.
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors") and in Ireland only to certain other investors being clients of Goodbody Stockbrokers. Any investment or investment activity to which this announcement relates is available only to Qualified Investors in any member state of the EEA and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents. Any subscription of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.
The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Offer. The price and value of the Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Offer or Admission cannot be relied upon as a guide to future performance.
Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection with the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Offer, Admission or any matter referred to herein.
Goodbody Stockbrokers ("Goodbody"), is regulated in Ireland by the Central Bank of Ireland. Goodbody is acting exclusively for the Company and no one else in connection with the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Offer, Admission, or any matter referred to herein.
In connection with the Offer and Admission, each of Credit Suisse and Goodbody, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Credit Suisse or Goodbody or any of their respective affiliates acting as investors for their own accounts. Neither Credit Suisse nor Goodbody nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, Credit Suisse, Goodbody, or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Accordingly, the Company, Credit Suisse, Goodbody and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
This information is provided by RNS
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