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Company Announcements

Publication of Prospectus

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RNS Number : 0327M
Sepura PLC
01 May 2015
 

1 May 2015

This announcement must not be sent or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan, and is not for distribution, directly or indirectly in the United States, Australia, Canada or Japan or any other jurisdiction where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which Sepura regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation. 

This announcement is an advertisement for the purposes of paragraph 3.3.2R of the Prospectus Rules made under Part VI of the Financial Services and Markets Act 2000, as amended, and is not a prospectus.  Investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except on the basis of the information in the Prospectus (as defined below).

 

Sepura plc

 

("Sepura", "the Company" or "the Group")

 

 

PUBLICATION OF PROSPECTUS

 

Further to the announcement earlier today by Sepura plc, a copy of the combined circular and prospectus dated 1 May 2015 (the "Prospectus") relating to the acquisition of the entire issued share capital of Teltronic and the fully underwritten £60.5 million Capital Raising has been approved by the UK Listing Authority and submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is also available on the Company's website: www.sepura.com.

 

The Prospectus, which contains a notice convening a General Meeting to be held at 10.00 a.m. on 21 May 2015, will be posted to shareholders as soon as practicable.

 

For further information contact:

 

Sepura plc

Peter Connor (Head of Investor Relations)

 

+44 (0)12 2387 6000

 

IMPORTANT INFORMATION

This announcement does not constitute an offer of New Ordinary Shares to any person with a registered address in, or who is resident in, the United States or any other Restricted Jurisdiction. New Ordinary Shares, Open Offer Entitlements and Excess Open Offer Entitlements have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction, or any other Restricted Jurisdiction, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any Restricted Jurisdiction or within the United States (as defined in Regulation S under the Securities Act (''Regulation S'')) unless the offer and sale of New Ordinary Shares, Open Offer Entitlements and Excess Offer Entitlements has been registered under the Securities Act or pursuant to an exemption from, or in transaction not subject to, the registration requirements of the Securities Act. The New Ordinary Shares are being offered or sold outside the United States, in reliance on Regulation S. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement will not be distributed in or into the United States or any of the other Restricted Jurisdictions. This announcement has not been and will not be approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any document connected with the Capital Raising. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the New Ordinary Shares in the United States.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no-one else in connection with the Capital Raising and the Acquisition, and will not regard any other person as clients of Liberum in relation to the Capital Raising and the Acquisition, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Capital raising and the Acquisition, or any arrangement referred to in, or information contained in, this announcement.

Nplus1, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Sepura and no-one else in connection with the Capital Raising and will not regard any other person  as clients of Nplus1 in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Nplus1 clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this announcement.

Oakley Capital is authorised and regulated by the FCA. Oakley Capital is acting exclusively for Sepura and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition, and will not be responsible to anyone other than Sepura for providing the protections afforded to clients of Oakley Capital, nor for giving advice in connection with the Acquisition, or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum, Nplus1 or Oakley Capital under FSMA or the regulatory regime established thereunder, neither Liberum, Nplus1 nor Oakley Capital accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them, in connection with Sepura, the Group, the new Ordinary Shares, the Acquisition, the Capital Raising and Admission. Nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, each of Liberum, Nplus1 and Oakley Capital disclaims all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this announcement or any statement purposed to be made by them, or on their behalf, in connection with Sepura, the Group, or the arrangements described in this announcement.

Neither Liberum nor Nplus1 nor any of their representatives makes any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary

Certain statements contained in this announcement constitute 'forward looking statements'. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms 'believes', 'estimates', 'plans', 'prepares', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology. Investors should specifically consider the factors identified in the Prospectus, which could cause actual results to differ, before making an investment decision. Such forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Sepura, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding Sepura's present and future business strategies and the environment in which Sepura will operate in the future. Such risks, uncertainties and other factors will be set out more fully in the section of the Prospectus headed 'Risk Factors'.  These forward looking statements speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the FCA's Listing Rules, Prospectus Rules and the Disclosure and Transparency Rules), Sepura expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Except where expressly stated, no statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.  Prices and value of, and income from, shares may go down as well as up and an investor may not get back the amount invested.  It should be noted that past performance is no guide to future performance. Persons needing advice should consult an appropriate financial adviser authorised under the Financial Services and Markets Act 2000 if resident in the United Kingdom. If  not resident in the United Kingdom, you should seek advice from another appropriate authorised independent adviser.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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