Results of Firm Placing & Placing and Open Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States or any other jurisdiction, including in or into Canada, Japan, South Africa, Switzerland and Australia or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Any offer to acquire shares pursuant to the proposed firm placing, placing and open offer will be made, and investors should not subscribe for or purchase any shares referred to in this announcement and should make any investment decision, solely on the basis of information contained in the prospectus (the "Prospectus") to be published by Cairn Homes p.l.c. ("Cairn Homes" or the "Company and, together with its subsidiaries, the "Group") on or around 23 March 2016 in connection with the admission of the new ordinary shares in the Company ("New Ordinary Shares") to be issued under the proposed firm placing, placing, and open offer (the "Firm Placing, Placing and Open Offer") to listing on the standard listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange (the "Admission"). A copy of the Prospectus will, following publication, be available on the Company's website (www.cairnhomes.com) and be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
22 March 2016
Cairn Homes p.l.c.
On 21 March 2016, Cairn Homes, announced the details of a proposed Firm Placing, Placing and Open Offer (the "Capital Raise"). The Company is pleased to announce today that, subject to, inter alia, the Capital Resolutions being duly passed at the Extraordinary General Meeting (the "EGM") which is expected to be convened to be held on or around 18 April 2016, in aggregate, 157,588,709 New Ordinary Shares, are to be issued pursuant to the Firm Placing, Placing and Open Offer, at an issue price of €1.12 per New Ordinary Share (the "Issue Price"), raising gross proceeds of approximately €176.5 million (approximately €168.9 million net of commissions, fees and expenses).
The 157,588,709 New Ordinary Shares to be issued represent 30.5% of the Existing Ordinary Shares and will represent 23.4% enlarged issued share capital of the Company (being the Existing Ordinary Shares together with the Firm Placed Shares, the Placing Shares and the Open Offer Shares).
Firm Placing
The Company has successfully placed 46,875,000 New Ordinary Shares pursuant to the Firm Placing at the Issue Price, to raise approximately €52.5 million (prior to deductions of commissions, fees and expenses). The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer. The Firm Placees will not be entitled, by virtue of their subscription for Firm Placed Shares, to participate in the Open Offer (but this is without prejudice to any right they may have to participate in the Open Offer to the extent that they separately have any Open Offer Entitlements).
Placing and Open Offer
The Company is to issue 110,713,709 New Ordinary Shares pursuant to the Placing and Open Offer, to raise approximately €124.0 million (prior to deductions of commissions, fees and expenses). Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price, subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date which shall be calculated on the basis of:
3 New Ordinary Shares for every 14 Existing Ordinary Shares
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company. Accordingly, Qualifying Shareholders with fewer than 14 Existing Shares will not have the opportunity to participate in the Open Offer.
Pursuant to the Placing, BofA Merrill Lynch, Goodbody and Davy have placed all the Open Offer Shares at the Issue Price with institutional and other investors. The commitments of these Placees under the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions and the Placing and Open Offer Agreement not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the Placees and/or other subscribers procured by BofA Merrill Lynch, Goodbody and Davy, with the net proceeds of the Placing retained for the benefit of the Company.
It is expected that Admission will become effective, and that dealings will commence in the New Ordinary Shares on the London Stock Exchange, at 8.00 a.m. (Dublin time) on 19 April 2016.
Capitalised terms used but not defined in this announcement have the same meaning as set out in the placing announcement released by the Company on 21 March 2016.
For further information, please contact:
Cairn Homes p.l.c +353 1 696 4600
Michael Stanley
Eamonn O'Kennedy
BofA Merrill Lynch +44 (0)20 7628 1000
James Fleming
Brian Hanratty
Goodbody +353 1 667 0420
Linda Hickey
Stephen Kane
Davy +353 1 679 6363
Paul Burke
Eugenee Mulhern
Hume Brophy +353 1 662 4712
Maria Cryan
Edel Bach
About the Company
Cairn Homes is a well-capitalised Irish homebuilder, with an experienced management team, who are clearly focused on being a significant contributor in the delivery of much needed new homes in Ireland. The Company constructs high quality new houses and apartments with an emphasis on design, innovation and customer service. Cairn acquires greenfield and brownfield sites in Ireland that are suitable for residential development, with an emphasis on Dublin and the Dublin commuter belt, as well as in other major urban centres. www.cairnhomes.com.
Important Notices
This announcement has been issued by Cairn Homes and is the sole responsibility of Cairn Homes. The information in this announcement is for background purposes only and does not purport to be full or complete. 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. Any subscription for New Ordinary Shares in the Capital Raise should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the admission of such New Ordinary Shares. Copies of the Prospectus will, following publication, be available from the Company's registered office and on the Company's website (www.cairnhomes.com) and will be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm.
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein 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 an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, Canada, Japan, Switzerland or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.
This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act. No public offering of securities is being made in the United States.
The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, Japan, Switzerland or South Africa, and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities laws. Subject to certain exceptions, the New Ordinary Shares and the Open Offer Entitlements referred to herein may not be offered or sold in Australia, Canada, Japan, Switzerland or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, Switzerland or South Africa. There will be no public offer of securities in Australia, Canada, Japan, Switzerland or South Africa.
The New 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 New Ordinary Shares, for whom an investment in the New 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. There is no guarantee that the Capital Raise will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Capital Raise at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. This announcement does not constitute a recommendation concerning the Capital Raise. The price and value of the New Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Capital Raise 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 Capital Raise for the person concerned.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may 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, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's 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 Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of Merrill Lynch International, Goodbody and Davy (together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Merrill Lynch International, is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and no one else in connection with Capital Raise 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 Admission, the Capital Raise or any matter referred to herein.
Goodbody Stockbrokers, trading as Goodbody, is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Capital Raise 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 Admission, the Capital Raise or any matter referred to herein.
J&E Davy, trading as Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Capital Raise 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 Admission, the Capital Raise or any matter referred to herein.
In connection with the Capital Raise, each of the Banks or any of their respective affiliates, may take up a portion of the New Ordinary Shares and/or related instruments in connection with the Capital Raise as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account(s) such New Ordinary Shares and/or related instruments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus, once published, to the New 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, the Banks or any of their respective affiliates acting as investors for their own accounts. Except as required for legal or regulatory obligations to do so, the Banks do not propose to make any disclosure in relation to the extent of any such investments or transactions.
None of the Banks, any of their respective affiliates, or any of their or their affiliates' respective directors, officers or employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made 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 document referred to in this announcement) or any other information relating to the Company or their respective subsidiaries or affiliates, 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, each of the Banks, their respective affiliates, and each of their and their affiliates' respective directors, officers, employees and agents, and any other person acting on their behalf, expressly disclaims 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.
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