Completion of bookbuild
7 May 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.
Costain Group PLC
( " Costain " or the " Group " or the " Company " )
Completion of bookbuilding process
Following this morning's announcement, the Company announces the successful completion of the bookbuilding process for the Firm Placing and conditional Placing of Open Offer Shares, which has now closed, and subject to the conditions set out below, will raise gross proceeds of £100 million.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement made by the Company at 7.00 a.m this morning.
Firm Placing
Pursuant to the Firm Placing, the Firm Placees have agreed to subscribe for 133,348,799 Firm Placing Shares at the Offer Price.
Placing and Open Offer
In addition, pursuant to the Placing and Open Offer, the Joint Bookrunners have placed 33,317,868 Open Offer Shares at the Offer Price with the Placing Placees, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.
Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Offer Price, on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the following basis:
4 Open Offer Shares for every 13 Existing Ordinary Shares
Open Offer Shares will also be made available to Qualifying Shareholders under the Excess Application Facility.
The Group expects to publish a Prospectus, setting out full details of the Open Offer and incorporating a Notice of General Meeting, later today. Shareholders should read the Prospectus in full before making any application for Open Offer Shares and/or Excess Open Offer Shares.
The Firm Placing and the Placing and Open Offer are conditional, inter alia, upon:
(i) the Resolution being passed by Shareholders at the General Meeting;
(ii) Admission becoming effective by not later than 8.00 a.m. on 29 May 2020 (or such later time and/or date (being not later than 8.00 a.m. on 12 June 2020) as the Company and the Banks may agree); and
(iii) the Placing Agreement having become unconditional in all respects.
Applications will be made to the FCA for admission of the New Ordinary Shares to listing on the premium listing segment of the Official List of the FCA and to the London Stock Exchange for admission of the New Ordinary Shares to trading on its main market for listed securities. Subject to the conditions above being satisfied, it is expected that Admission will become effective on 29 May 2020 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.
The New Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares by reference to a record date on or after Admission.
Director Participation
The Directors have subscribed for an aggregate of 362,498 New Ordinary Shares through the Firm Placing, representing approximately 0.13% of the Company ' s Enlarged Share Capital following the Capital Raising.
|
|
Ordinary Shares |
Firm Placing Shares subscribed for |
Ordinary Shares immediately following the Issue |
||
|
|
Number |
% of issued share capital at the date of this announcement |
Number |
Number |
% of Enlarged Share Capital |
|
Paul Golby |
35,000 |
0.03% |
83,333 |
118,333 |
0.04% |
|
Alex Vaughan |
119,176 |
0.11% |
83,333 |
202,509 |
0.07% |
|
Tony Bickerstaff |
300,850 |
0.28% |
83,333 |
384,183 |
0.14% |
|
Jane Lodge |
24,658 |
0.02% |
41,666 |
66,324 |
0.02% |
|
Alison Wood |
6,666 |
0.01% |
12,500 |
19,166 |
0.01% |
|
David McManus |
- |
- |
50,000 |
50,000 |
0.02% |
|
Jacqueline de Rojas |
4,495 |
0.00% |
8,333 |
12,828 |
0.00% |
Alex Vaughan, Chief Executive Officer, commented:
" We are pleased to have secured significant support from investors for this fundraising. With a stronger balance sheet and the positive long term outlook for UK infrastructure, Costain will be better placed to benefit from the significant market opportunity in front of us. "
This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014. The person who arranged the release of this announcement on behalf of Costain was Tracey Wood, General Counsel and Company Secretary.
For further enquiries please contact:
Costain Tel: 01628 842 444
Alex Vaughan, Chief Executive Officer
Tony Bickerstaff, Chief Financial Officer
Carolyn Rich, Investor Relations Director
Sara Lipscombe, Group Communications Director
Rothschild & Co (Sponsor and Financial Adviser to Costain) Tel: 020 7280 5000
Neil Thwaites
Peter Nicklin
Liberum (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
Tel: 020 3100 2000
Bidhi Bhoma
Joshua Hughes
Euan Brown
Investec (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
Tel: 020 7597 5970
James Rudd
Henry Reast
Virginia Bull
HSBC (Joint Global Coordinator and Joint Bookrunner) Tel: 020 7991 8888
Keith Welch
Richard Fagan
Rob Baker
MHP (Financial PR Adviser to Costain)
Tim Rowntree Tel: 020 3128 8527
Peter Hewer Tel: 0770 932 6261
Email: costain@mhpc.com
Important notices
This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Costain and the Group. This announcement includes statements that are, or may be deemed to be, "forward-looking statements". The words "believe," "estimate," "target," "anticipate," "expect," "could," "would," "intend," "aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk", their negatives and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of the Company or the Group. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement and/or information incorporated by reference into this announcement. In addition, even if the Company's or the Group's results of operation, financial position and growth, and the development of the markets and the industry in which the Group operates, are consistent with the forward-looking statements contained in this announcement, these results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue.
Past performance of the Company cannot be relied on as a guide to future performance. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement. The Group and the Banks and any of their respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where required to do so under applicable law.
No statement in this announcement is intended as a profit forecast, project, prediction or estimate and no statement in this announcement should be interpreted to mean that earnings per share of Costain for the current or future financial years would necessarily match or exceed the historical published earnings per share of Costain.
N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA in the United Kingdom; Investec Bank plc, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom; Liberum Capital Limited, which is authorised and regulated by the FCA in the United Kingdom and HSBC Bank plc, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom are each acting exclusively for Costain and no one else in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than Costain for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raising referred to in this announcement or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.
This announcement has been issued by and is the sole responsibility of Costain. 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 any Bank or by any of their respective 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 any interested party or its advisers, and any liability therefore is expressly disclaimed.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell, allot or issue, or any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, Switzerland, New Zealand, the Republic of South Africa or in any jurisdiction to whom or in which such offer or invitation is unlawful, nor does the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to such securities, the Company or otherwise.
Neither this announcement nor any copy of it nor the information contained in it and any related materials is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Switzerland, New Zealand, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement and the offering of the New Ordinary Shares may be restricted by law in certain jurisdictions. No action has been taken by the Company, the Banks or any of their respective affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The New Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and the New Ordinary Shares may not be offered, sold, transferred or delivered, directly or indirectly in, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The New Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raising or the accuracy or adequacy of these terms and conditions. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of Article 9(8) of the Delegated Directive regarding the responsibilities of manufacturers under the product governance requirements contained within: (a) the "MiFID II Product Governance Requirements, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to the Target Market Assessment. Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels
Unless the context otherwise requires, all references to time are to London time.
ENDS
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