Publication of Prospectus and Circular
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY OF THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, SWITZERLAND OR THE UNITED ARAB EMIRATES OR INTO ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR THE SECURITIES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS. A PROSPECTUS WILL BE PUBLISHED AND INVESTORS WILL BE ABLE TO OBTAIN IT FROM THE OFFICES OF DS SMITH.
19 June 2018
For immediate release
DS SMITH PLC
Publication of Prospectus and Circular
Further to the announcement of the Company earlier this morning relating to the Rights Issue, the Company announces that the Prospectus in respect of the proposed Rights Issue and class 1 circular (the "Circular") in respect of the proposed acquisition of Papeles y Cartones de Europa, S.A. was approved today by the Financial Conduct Authority. The Prospectus, Circular and form of proxy will be posted to shareholders today and has been published on the Company's website at www.dssmith.com.
Copies of the Prospectus and Circular has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.
Copies of the Prospectus, Circular and form of proxy will also be available from the Company's offices at 350 Euston Road, Regent's Place, London NW1 3AX.
For further information, please contact:
DS Smith
Investors +44 (0)20 7756 1800
Hugo Fisher, Group Communications Director
Rachel Stevens, Investor Relations Director
Media +44 (0)20 7756 1886
Greg Dawson, Corporate Affairs Director
Goldman Sachs International (Lead Financial Adviser and Joint Bookrunner) +44 (0)20 7774 1000
Anthony Gutman
Nick Harper
Charlie Lytle
J.P. Morgan Cazenove (Sponsor, Financial Adviser and Joint Bookrunner) +44 (0)20 7777 2000
Charles Harman
Richard Walsh
Guy Bomford
Citigroup Global Markets Limited (Joint Bookrunner) +44 (0)20 7986 4000
Andrew Seaton
Alex Carter
Christopher Wren
Brunswick Group LLP +44 (0)20 7404 5959
Simon Sporborg
Emma Walsh
Christina Clark
A copy of this announcement will be made available at www.dssmith.com. The information contained within this announcement is inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. The person responsible for this announcement on behalf of DS Smith is Iain Simm, Group General Counsel and Company Secretary.
Goldman Sachs International ("GSI" or "Goldman Sachs") is acting as lead financial adviser to DS Smith in connection with the Acquisition. J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("JPMC" or "J.P. Morgan") is acting as financial adviser and sponsor to DS Smith in connection with the Acquisition. GSI and JPMC are acting as joint underwriters on debt financing. Citigroup Global Markets Limited ("Citi"), GSI and JPMC are acting as joint underwriters on equity financing.
Important Notice
All capitalised terms in this announcement have the meaning given to them in the announcement made by the Company at 7.00 a.m. on 19 June 2018 unless otherwise defined herein.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase
any securities in any jurisdiction.
Any offer to acquire the Company's securities pursuant to the proposed Rights Issue referred to in these materials will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the United Kingdom in connection with such Rights Issue. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or the United Arab Emirates, or any other jurisdiction where to do so would constitute a violation of the securities laws of such jurisdiction. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or the United Arab Emirates.
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") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
There will be no public offering of securities in the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or the United Arab Emirates, or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
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 purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.
Citi, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting for the company and no one else in connection with the Acquisition and Rights Issue and will not be responsible to anyone other than the company for providing the protections afforded to clients of Citi, nor for providing advice in relation to the Acquisition or the Rights Issue. Neither Citi nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi, in connection with the Acquisition or Rights Issue, any statement contained in this announcement or otherwise.
Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting solely for the company and no one else in connection with the Acquisition and the Rights Issue and will not be responsible to anyone other than the company for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in relation to the Acquisition or the Rights Issue. Neither Goldman Sachs nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs, in connection with the Acquisition or the Rights Issue, any statement contained in this announcement or otherwise.
JPMC, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting solely for the company as sponsor and financial adviser in connection with the Acquisition and as sponsor in connection with the Rights Issue and no one else and will not regard any other person as its client in relation to the Acquisition or Rights Issue and will not be responsible to anyone other than the company for providing the protections afforded to clients of JPMC, nor for providing advice in relation to the Acquisition or the Rights Issue. Neither JPMC nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of JPMC, in connection with the Acquisition or the Rights Issue, any statement contained in this announcement or otherwise.
Save for the responsibilities and liabilities, if any, of each of Citi, Goldman Sachs and JPMC under FSMA or the regulatory regime established under FSMA, each of Citi, Goldman Sachs and JPMC assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the company, or on the company's behalf, or by Citi, Goldman Sachs or JPMC, or on any of their behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the company or the Acquisition. Each of Citi, Goldman Sachs and JPMC disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.
The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, Citi, GSI or JPMC that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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