TIDMIRV
RNS Number : 4223R
Interserve PLC
28 February 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE
PROSPECTUS RULES OF THE FINANCIAL CONDUCT AUTHORITY AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING
IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFERING TO SELL, OR A
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR TO ACQUIRE, SECURITIES
IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED
PROSPECTUS AND CIRCULAR IN ITS FINAL FORM (THE "PROSPECTUS")
PUBLISHED BY INTERSERVE PLC (THE "COMPANY" OR "INTERSERVE" AND
TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP") IN CONNECTION WITH THE
PROPOSED OFFERING OF NEW ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
28 February 2019
Interserve Plc
Publication of Combined Prospectus and Circular
Further to the announcement yesterday by the Company regarding
the proposed Deleveraging Plan and Placing and Open Offer (the
"Placing and Open Offer"), the Company announces that the combined
prospectus and circular regarding the proposed Placing and Open
Offer (the "Combined Prospectus and Circular") was approved by the
FCA yesterday.
The Combined Prospectus and Circular contains notice covening a
general meeting to be held at The Broadgate Suite, ETC Venues, 155
Bishopsgate, Liverpool Street, London EC2M 8YD on 15 March 2019 at
11 a.m. and shareholders will shortly receive a copy of the
Combined Prospectus and Circular or notification of its
availability.The Combined Prospectus and Circular is not, subject
to certain exceptions, available (whether through the Company's
website or otherwise) to shareholders in the United States or any
of the Excluded Territories.
A copy of the Combined 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 Combined Prospectus and Circular will be available
for inspection during normal business hours on any weekday
(Saturday, Sundays and public holidays excepted) until Admission at
the registered office of the Company.
All capitalised terms in this announcement have the meaning
given to them in the Combined Prospectus and Circular, unless
otherwise defined herein.
For further information please contact:
Interserve
Jonathan Refoy +44 (0)7880 315877
Tulchan Communications (PR Adviser) +44 (0) 207 3534200
Martin Robinson
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of the Company. A copy of the Combined Prospectus
and Circular will shortly be available from the registered office
of the Company and on the Company's website at www.interserve.com
provided that the Combined Prospectus and Circular will not,
subject to certain exceptions, be available (whether through the
website or otherwise) to Shareholders in the United States or other
Excluded Territories.
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. The Combined Prospectus
and Circular gives further details of the New Ordinary Shares being
offered pursuant to the Placing and Open Offer. This announcement
is not a prospectus but an advertisement and investors should not
acquire any New Ordinary Shares referred to in this announcement
except on the basis of the information contained in the Combined
Prospectus and Circular. This announcement is for informational
purposes only and does not purport to be complete. No reliance may
be placed by any person for any purpose on the information
contained in this announcement or its accuracy or completeness. The
information in this announcement is subject to change.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the Combined
Prospectus and Circular, Admission or any other matters referred to
in this announcement and will not regard any other person as its
client in connection with the Combined Prospectus and Circular,
Admission or any other matters referred to in this announcement and
will not be responsible for providing the protections afforded to
its clients nor for giving advice in relation to the Combined
Prospectus and Circular, Admission or any other matters or
arrangements referred to in this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the UK by the FCA, is acting
exclusively for the Company and no one else in connection with the
Combined Prospectus and Circular, Admission or any other matters
referred to in this announcement and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Combined Prospectus and Circular,
Admission or any other matters referred to in this announcement and
will not be responsible for providing the protections afforded to
its clients nor for giving advice in relation to the contents of
this announcement, Admission or any other matter or arrangement
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis and/or Rothschild & Co by FSMA or the
regulatory regime established thereunder or under the regulatory
regime of any other jurisdiction where exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, neither Numis nor Rothschild & Co nor any of
their respective affiliates, directors, officers, employees or
advisers, accept any responsibility whatsoever for the contents of
this announcement, and no representation or warranty, express or
implied, is made by Numis and/or Rothschild & Co in relation to
the contents of this announcement, including its accuracy,
completeness or verification or regarding the legality of any
investment in the New Ordinary Shares by any person under the laws
applicable to such person or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the New Ordinary Shares or the Placing and Open Offer,
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 the future. To the fullest extent permissible Numis and
Rothschild & Co accordingly disclaim all and any responsibility
or liability whether arising in tort, contract or otherwise (save
as referred to above) which they might otherwise have in respect of
this announcement or any such statement.
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, the New Ordinary Shares in the United
States, Australia, Canada, Japan, South Africa, and any other
Excluded Territory or any other jurisdiction. The information
contained in this announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, Japan or South Africa and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of the
securities laws or regulations of such jurisdiction. There will be
no public offer of the New Ordinary Shares in the United States,
Australia, Canada, Japan, South Africa or any other Excluded
Territory. The distribution of this announcement, any other
offering or publicity material relating to the Placing and Open
Offer and/or the Combined Prospectus and Circular and/or the
transfer of New Ordinary Shares into jurisdictions other than the
United Kingdom may be restricted by law or regulation, and,
therefore, persons into whose possession this announcement and/or
the Combined Prospectus and Circular 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 information contained in this announcement and the
Combined Prospectus and Circular should not be distributed,
forwarded or transmitted in or into the United States, Australia,
Canada, Japan, South Africa or any other Excluded Territory. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. The transfer of the New Ordinary Shares may also be
so restricted by law or regulation.
The New Ordinary Shares, the Warrant Shares and the Open Offer
Entitlements have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "US Securities Act"),
or under the securities laws of any state or other jurisdiction of
the United States and, subject to certain exceptions, may not be
offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, in, into or within the United
States There will be no public offer of New Ordinary Shares,
Warrant Shares or Open Offer Entitlements in the United States. The
New Ordinary Shares made available pursuant to the Placing and Open
Offer outside the United States are being offered and sold in
offshore transactions in reliance on Regulation S.
The New Ordinary Shares, the Warrant Shares, the Open Offer
Entitlements the Combined Prospectus and Circular, the Application
Form and this announcement have not been recommended, approved or
disapproved by the U.S. Securities and Exchange Commission, 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, the Warrant Shares or the Open Offer Entitlements
or the accuracy or adequacy of the Application Form, the Combined
Prospectus and Circular or this announcement. Any representation to
the contrary is a criminal offence in the United States.
This announcement does not constitute a recommendation
concerning the Placing and Open Offer. 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.
This announcement contains or incorporates 'forward-looking
statements' with respect to certain of the Group's plans and its
current goals and expectations relating to its future financial
condition, performance, results, strategic initiatives and
objectives, including in relation to the Placing and Open Offer.
Generally, words such as "may", "could", "will," "expect,"
"intend," "estimate," "anticipate," "aim," "outlook," "pro forma,"
"believe, " "plan," "seek," "continue" or similar expressions
identify forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the Group's actual
results of operations, financial condition or prospects to be
materially different from any future results of operations,
financial condition or prospects expressed or implied by such
statements. Any statement included in this announcement other than
a statement of historical fact may be a forward-looking statement
(including, without limitation, statements regarding the Group's
business strategy, management plans, objectives for future
operations, and earning guidance). These forward-looking statements
are based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which it expects
to operate in the future. Important factors that could cause the
Group's actual results, performance or achievements to differ
materially from those in the contemplated or expressed
forward-looking statements.
There may be other risks, including risks of which the Group is
unaware, that could adversely affect the Group's results or the
accuracy of forward-looking statements in this announcement. Any
forward-looking statements contained in this announcement apply
only as at the date of this announcement and are not intended to
give any assurance as to future results.
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.
END
PDIUWVKRKSAUURR
(END) Dow Jones Newswires
February 28, 2019 04:58 ET (09:58 GMT)
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