11 March 2024
Immediate
Release
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA. PLEASE SEE THE IMPORTANT
INFORMATION AT THE END OF THIS ANNOUNCEMENT.
THIS
ANNOUNCEMENT (THE "ANNOUNCEMENT") CONTAINS INSIDE INFORMATION FOR
THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU
NO. 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Zeus Capital Limited
("Zeus")
Proposed placing of ordinary shares in
Rurelec plc ("Rurelec" or the "Company") by a selling
shareholder
Zeus announces that is has been informed by
Sterling Trust Limited ("Sterling" or "Selling Shareholder"), a
53.99 per cent. shareholder in Rurelec of its intention to sell up
to 247,010,538 ordinary shares of 1p each in Rurelec ("Ordinary
Shares") (the "Placing Shares") at 0.3036 pence per Ordinary Share
(the "Placing").
Zeus is acting as sole bookrunner (the
"Bookrunner") in connection with the Placing. The Placing Shares
will be sold via an accelerated bookbuild placing.
Rurelec will not receive or retain any proceeds
from the Placing.
The Placing Shares represent approximately 44
per cent. of the issued share capital of Rurelec.
The books for the Placing will open with
immediate effect. The timing for the close of the bookbuild process
will be at the absolute discretion of the Bookrunner. The final
number of Placing Shares to be placed, and the price at which the
Placing Shares are to be placed, will be agreed by the Bookrunner
with the Selling Shareholder at the close of the bookbuild process,
and the results of the Placing will be announced as soon as
practicable thereafter.
ENDS
For further information, please
contact:
Zeus
(Bookrunner to Sterling)
0203 823 5000
Dan Bate, James Edis, James Hornigold
(Investment Banking)
Simon Johnson (Corporate Broking)
Important
Information
MEMBERS OF THE
GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (THE "ANNOUNCEMENT") AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE
UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER
OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH
PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT
IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
This Announcement and the information contained
herein is for information purposes only and does not constitute or
form part of any offer or an invitation to acquire or dispose of
securities in the United States, Canada, Australia, New Zealand,
South Africa or Japan or in any jurisdiction in which such an offer
or invitation is unlawful.
The Placing Shares have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any State or
other jurisdiction of the United States, and, absent registration,
may not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus, admission document or offering
document has been or will be prepared in connection with the
Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information.
Such information is not the responsibility of and has not been
independently verified by the Selling Shareholder, Zeus or any of
their respective affiliates.
Neither this Announcement nor any copy of it may
be taken, transmitted or distributed, directly or indirectly, in or
into or from the United States (including its territories and
possessions, any State of the United States and the District of
Columbia), Australia, New Zealand, Canada, the Republic of South
Africa or Japan. Any failure to comply with this restriction may
constitute a violation of US, Australian, New Zealand, Canadian,
South African or Japanese securities laws.
The distribution of this Announcement and the
offering or sale of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Selling
Shareholder, Zeus or any of their respective affiliates that would,
or which is intended to, permit a public offer of the Placing
Shares in any jurisdiction, or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares, in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Selling Shareholder or Zeus
to inform themselves about, and to observe, any applicable
restrictions.
No reliance may be placed, for any purposes
whatsoever, on the information contained in this Announcement or on
its completeness and this Announcement should not be considered a
recommendation by the Selling Shareholders, Zeus or any of their
respective affiliates in relation to any purchase of, or
subscription for, securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Selling Shareholder, Zeus or any of their respective directors,
partners, officers, employees, advisers or any other persons as to
the accuracy, fairness or sufficiency of the information or
opinions contained in this Announcement and none of the information
contained in this Announcement has been independently
verified. Save in the case of fraud, no liability is accepted
for any errors, omissions or inaccuracies in such information or
opinions.
Zeus Capital Limited is authorised and regulated
in the United Kingdom by the Financial Conduct Authority and is
acting exclusively for the Selling Shareholder and no one else, in
connection with the Placing and will not regard any other person as
a client in relation to the Placing and will not be responsible to
any other person for providing the protections afforded to its
clients nor for giving advice in relation to the
Placing.
The Bookrunner, nor any of their respective
directors, unlimited partners, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
Announcement (or whether any information has been omitted from the
Announcement) or any other information, including past
announcements, relating to the Company or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this Announcement or its
contents or otherwise arising in connection therewith.
Certain statements in this Announcement are, or
may be deemed to be, forward-looking statements. By their nature,
forward-looking statements involve a number of risks, uncertainties
and assumptions that could cause actual results or events to differ
materially from those expressed or implied by the forward-looking
statements. These risks, uncertainties and assumptions could
adversely affect the outcome and financial consequences of the
plans and events described herein. No one undertakes any obligation
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise. Readers
should not place any undue reliance on forward-looking statements
which speak only as of the date of this Announcement. Statements
contained in this Announcement regarding past trends or events
should not be taken as representation that such trends or events
will continue in the future.
References to time in this Announcement are to
London time, unless otherwise stated. All times and dates in this
Announcement may be subject to amendment.
INFORMATION TO
DISTRIBUTORS
UK Product Governance Requirements
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
manufacturer (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as respectively defined in paragraphs 3.5 and 3.6 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income
and no capital protection; and an investment in the Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor (including each Intermediary)
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that such Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income
and no capital protection; and an investment in the Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
any Placing Shares. Each distributor (including each Intermediary)
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.