NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.
26 June 2013
Results of Rights Issue
FirstGroup plc (the "Company") today announces that the 3 for 2 Rights Issue of
722,859,586 New Ordinary Shares at 85 pence per New Ordinary Share announced on
20 May 2013 closed for acceptances at 11.00 a.m. (London time) on 25 June 2013.
The Company received valid acceptances in respect of 633,318,613 New Ordinary
Shares, representing approximately 87.61 per cent. of the total number of New
Ordinary Shares offered to Qualifying Shareholders pursuant to the fully
underwritten Rights Issue.
It is expected that the New Ordinary Shares in uncertificated form will be
credited to CREST accounts as soon as practicable after 8.00 a.m. on 26 June
2013 and that definitive share certificates in respect of New Ordinary Shares
in certificated form will be dispatched to Shareholders by no later than 8 July
It is expected that the New Ordinary Shares will commence trading, fully paid,
on the London Stock Exchange's main market for listed securities on 26 June
In accordance with their obligations as Joint Bookrunners in respect of the
Rights Issue as set out in Part XI (Additional Information) of the Prospectus
dated 22 May 2013, Goldman Sachs International, J.P. Morgan Securities plc and
Merrill Lynch International will endeavour to procure subscribers for the
remaining 89,540,973 New Ordinary Shares not validly taken up in the Rights
Issue, failing which Goldman Sachs International, J.P. Morgan Securities plc,
Merrill Lynch International and HSBC Bank plc, acting as Underwriters, have
agreed to acquire, on a several basis, any remaining New Ordinary Shares.
The net proceeds from the placing of such New Ordinary Shares (after the
deduction of the Issue Price of 85 pence per New Ordinary Share and the
expenses of procuring subscribers including any applicable brokerage and
commissions and amounts in respect of VAT which are not recoverable, if any)
will be paid (without interest) to those persons whose rights have lapsed in
accordance with the terms of the Rights Issue, pro rata to their lapsed
provisional allotments, save that individual amounts of less than £5 will not
be paid to such persons but will be paid to the Company.
A further announcement as to the number of New Ordinary Shares for which
subscribers have been procured will be made in due course.
Following completion of the Rights Issue, the Company's issued share capital
will consist of 1,204,926,756 ordinary shares of 5 pence each. The Company
holds 160,779 Ordinary Shares in treasury. Therefore, as at 26 June 2013, the
total number of voting rights in the Company is 1,204,765,977. This figure may
be used by Shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a change in
their interest in, the Company under the FCA's Disclosure and Transparency
Tim O'Toole, Chief Executive +44 (0) 20 7291 0512
Chris Surch, Group Finance Director
Rachael Borthwick, Group Corporate Communications Director
Goldman Sachs International
Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate
Anthony Gutman +44 (0) 20 7774 1000
Eduard van Wyk
J.P. Morgan Cazenove
Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate
Malcolm Moir +44 (0) 20 7742 4000
BofA Merrill Lynch
Rupert Hume-Kendall +44 (0) 20 7628 1000
This announcement is an advertisement and not a prospectus. Nothing in this
announcement should be interpreted as a term or condition of the Rights Issue.
Investors should not subscribe for or purchase, sell or dispose of any New
Ordinary Shares, the Provisional Allotment Letters, the Nil Paid Rights or the
Fully Paid Rights in the Company except on the basis of information in the
Prospectus published by the Company in connection with the Rights Issue.
Capitalised terms defined in the Prospectus published on 22 May 2013 shall have
the same meaning when used in this announcement.
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 or
subscribe for, or any solicitation to purchase or subscribe for, Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements
to Nil Paid Rights in any jurisdiction in which such an offer or solicitation
is unlawful. This announcement cannot be relied upon for any investment
contract or decision.
The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Australia, Canada or Japan and
should not be distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of local securities
laws or regulations.
This announcement does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities of the Company in the United States,
Australia, Canada or Japan. None of the Nil Paid Rights, the Fully Paid Rights
or the New Ordinary Shares has been or will be registered under the US
Securities Act of 1933 (the "Securities Act") or under the applicable
securities laws of any state or other jurisdiction of the United States or the
securities legislation of any province or territory of Australia, Canada or
Japan. Accordingly, the Nil Paid Rights, the Fully Paid Rights or the New
Ordinary Shares may not be offered, sold, resold, delivered or distributed,
directly or indirectly, in or into the United States absent registration, or an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with state securities
laws, or in or into Australia, Canada or Japan except in accordance with
applicable law. There will be no public offer of Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares in the United States, Canada or Japan.
The New Ordinary Shares will be issued without disclosure in Australia under
Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer of
these New Ordinary Shares for resale in Australia within 12 months of their
acquisition may, under section 707 of the Corporations Act, require disclosure
to investors. Accordingly the New Ordinary Shares should not, within 12 months
of their acquisition, be offered, transferred, assigned or otherwise alienated
to investors in Australia except in circumstances where disclosure to investors
is not required. New Ordinary Shares transferred on-market on the London Stock
Exchange are not subject to the Australian disclosure regime.
The distribution of this announcement and/or the Prospectus and/or the
Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid
Rights and/or New Ordinary Shares into jurisdictions other than the United
Kingdom may be restricted by law, and, therefore, persons into whose possession
this announcement and/or the Prospectus and/or the Provisional Allotment Letter
comes should inform themselves about and observe any such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to certain
exceptions, the Prospectus and the Provisional Allotment Letter should not be
distributed, forwarded to or transmitted in or into the United States, Canada
This announcement does not constitute a recommendation concerning 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 his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
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
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