Proposed Placing & Open Offer
07/03/2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATED, CANADA, AUSTRALIA AND JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN, OR JAPANESE SECURITIES LAWS.Jarvis Plc, the infrastructure support services group, today announces that it proposes to raise approximately £25.0 million (£21.7 million net of expenses) by way of a Placing and Open Offer. The proceeds of the Fundraising will give the Group additional financial resources and flexibility to build upon the Group's progress made during 2006. The Placing and Open Offer
Proposed Placing and Open Offer of 38,485,241 New Ordinary Shares at 65 pence per share
- Issue price of 65 pence per share which represents a discount of approximately 8.45 per cent. to the middle market price on 6 March 2007 (being the last business day preceding the announcement of the Placing and Open Offer)
- Placing and Open Offer to raise approximately £25.0 million (£21.7 million net of expenses)
- The Placing and Open Offer is fully underwritten by KBC Peel Hunt
- Of the 38,485,241 New Ordinary Shares, 30,769,230 shares (representing approximately 80 per cent. of the Placing and Open Offer) are to be placed on a firm conditional basis with institutional and other investors
- Under the Open Offer, 7,716,011 shares (representing approximately 20 per cent. of the Placing and Open Offer) are to be conditionally placed with institutional and other investors, subject to clawback to satisfy valid applications by Qualifying Shareholders
- The Placing and Open Offer is subject to the approval of Shareholders to be sought at the EGM to be held on 30 March 2007
Reasons for the Placing and Open Offer The principal reasons for the Placing and Open Offer are to enable Jarvis to fund the ongoing repositioning of the Group in order to provide a platform for the Group to take advantage of opportunities in its core rail and plant markets. Commenting on the proposed Placing and Open Offer, Richard Entwistle, Jarvis's Chief Executive, said:
"Jarvis is well placed to take advantage of the expected increased activity generated from Network Rail in the coming years. The Placing and Open Offer is consistent with Jarvis's strategy to reposition its existing operations, focussing on its core markets whilst reducing overheads and disposing of loss-making businesses." Enquiries Jarvis
Geoff Mason 01904 712 712 Toni Jackson
(Media Enquiries) 07921 939031 / 01904 712667 Close Brothers
Gareth Davies 020 7655 3100
Tim Evans 020 7655 3100 KBC Peel Hunt
Julian Blunt 020 7418 8900
Nicholas Marren 020 7418 8900 This summary should be read in conjunction with the full text of the following announcement. Annex I sets out the risk factors. Annex II sets out the terms and conditions of the Placing. Annex III sets out the definitions of terms used in the announcement. This announcement shall not constitute, or form part of, an offer of, or the solicitation of any offer to subscribe for or buy any of the New Ordinary Shares to be issued or sold in connection with the Placing and Open Offer. Offers should only be made on the basis of the information contained in the Prospectus. Further details relating to the Placing and Open Offer and the Company will be issued in due course. The Prospectus will contain a notice convening the EGM. The contents of this announcement have been approved by KBC Peel Hunt for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Close Brothers, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting as financial adviser exclusively for Jarvis plc and for no one else in relation to the Placing and Open Offer and will not be responsible to anyone other than Jarvis plc for providing the protections afforded to clients of Close Brothers or for providing advice in relation to the Placing and Open Offer or on any matter referred to herein. KBC Peel Hunt, which is regulated in the United Kingdom by The Financial Services Authority, is acting as sponsor, broker and underwriter exclusively for Jarvis plc and for no one else in relation to the Placing and Open Offer and will not be responsible to anyone other than Jarvis plc for providing the protections afforded to clients of KBC Peel Hunt or for providing advice in relation to the Placing and Open Offer or on any matter referred to herein. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws. View the RNS
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