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FIRSTGROUP PLC: Results of Rights Issue


NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION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.

FirstGroup plc

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 2013.

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 2013.

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 Rules.

CONTACTS

FirstGroup plc

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 Broker

Anthony Gutman +44 (0) 20 7774 1000

Phil Raper

Eduard van Wyk

J.P. Morgan Cazenove

Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Corporate Broker

Malcolm Moir +44 (0) 20 7742 4000

Jonathan Wilcox

Guy Marks

BofA Merrill Lynch

Joint Bookrunner

Rupert Hume-Kendall +44 (0) 20 7628 1000

Oliver Holbourn

Daniel Burton-Morgan

END

IMPORTANT NOTICE

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 or Japan.

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 announcement.

END

-0- Jun/26/2013 06:00 GMT

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