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Admission of Nil Paid Rights

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RNS Number : 1159A
RPC Group PLC
18 December 2014
 

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF RPC GROUP PLC AND ON ITS WEBSITE AT WWW.RPC-GROUP.COM.

 

 

18 December 2014

 

 

RPC Group Plc

("RPC")

 

Admission of Nil Paid Rights

 

RPC today announces that, pursuant to the Rights Issue announced on 27 November 2014 and the exercise of options announced on 17 December 2014, 62,596,987 New Ordinary Shares of 5 pence each will be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority and will be admitted, nil paid, to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. (London time) today.

 

Definitions used in the prospectus dated 27 November 2014 shall have the same meanings when used in this announcement unless the context requires otherwise.

 

For further information, please contact:

 

RPC Group Plc:

+44 (0)1933 410 064

Pim Vervaat, Chief Executive


Simon Kesterton, Group Finance Director




Rothschild - Financial Adviser and Sponsor:

+44 (0)20 7280 5000

Charles Montgomerie


Yuri Shakhmin




Deutsche Bank AG, London Branch - Joint Bookrunner:

+44 (0)20 7545 8000

Lorcan O'Shea


Charles Wilkinson


Drew Price




Panmure Gordon (UK) Limited - Joint Bookrunner:

+44 (0)20 7886 2500

Andrew Godber


Tom Salvesen




HSBC - Co-Lead Manager:

+44 (0)20 7991 8888

Mark Dickenson


Richard Fagan




FTI Consulting:

+44 (0)20 3727 1340

Richard Mountain


Nick Hasell


 

 

IMPORTANT NOTICE:

This announcement has been issued by, and is the sole responsibility of, RPC. 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. Neither the contents of RPC's website nor any website accessible by hyperlinks on RPC's website is incorporated in, or forms part of, this announcement.

 

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.  A copy of the Prospectus is available from the registered office of RPC and on RPC's website at www.rpc-group.com. However, the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or any other Excluded Territory. 

 

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other Excluded Territory. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

 

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, Canada, Japan or the Republic of South Africa.

 

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or 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 transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Ordinary Shares, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue.  Any representation to the contrary is a criminal offence in the United States.

 

Rothschild, Deutsche Bank and HSBC, which are each authorised by the Prudential Regulation Authority and regulated by the FCA (in the case of Deutsche Bank only, to a limited degree by both Prudential Regulation Authority and the FCA) and Panmure Gordon (together with Rothschild, Deutsche Bank and HSBC, the "Banks"), which is authorised and regulated by the FCA in the United Kingdom are acting solely for the Company in relation to (in the case of Rothschild only) the Acquisition and (in the case of each of the Banks) the Rights Issue and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Acquisition and the Rights Issue or any other matter referred to in this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed upon the Banks, by FSMA or the regulatory regime established thereunder, none of the Banks 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 it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Acquisition or the Rights Issue, and 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. Each of the Banks accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which each of them might otherwise have in respect of this announcement or any such statement.

 

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or in the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

END

 

 


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