Petrofac Limited: Results of Capital Raise and General MeetingSource: EQS
NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL BE CONSTRUED AS ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE ORIGINAL PROSPECTUS AND THE SUPPLEMENTARY PROSPECTUS.
RESULTS OF CAPITAL RAISE AND GENERAL MEETING
The Open Offer closed for acceptances at
The Company hereby confirms that in accordance with the arrangements previously announced, a General Meeting was held at
The final results of which, for each resolution put to the meeting, were as follows:
* percentage of votes cast excludes withheld votes.
** in accordance with the Listing Rules,
*** in accordance with the Listing Rules, Schroders and its associates (as defined in the Listing Rules) were not permitted to vote on Resolution 2 concerning this related party transaction.
The number of shares in issue at the date of the General Meeting was 345,912,747 ordinary shares of
(i) Admission occurring at or before
(ii) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission.
Applications have been made for the admission of 173,906,085 New Shares (including the 308,673 New Shares to be issued pursuant to the Director Subscriptions) to the premium listing segment of the Official List of the
The interests of the Directors, and their respective closely associated persons (within the meaning of MAR), in the share capital of the Company on Admission (and settlement of the Director Subscriptions) will be as follows:
The New Shares when issued will rank, from Admission, pari passu in all respects with the Existing Shares and will have the right to receive all dividends and distributions declared in respect of issued share capital of the Company after Admission.
The total issued share capital of the Company following Admission will be 519,818,832 Shares and the total number of voting rights of the Company will be 519,818,832 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the
A copy of the poll results for the General Meeting will also be available on the Company's website. In accordance with Listing Rule 9.6.2, a copy of the Resolutions will be submitted today to the
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Original Prospectus and the Supplementary Prospectus.
For further information contact:
+44 (0) 207 811 4900
The person responsible for arranging the release of this announcement on behalf of
+44 (0) 207 353 4200
+44 (0) 207 774 1000
+44 (0)20 7742 4000
NOTES TO EDITORS
For additional information, please refer to the
This announcement (the "Announcement") does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction.
Any offer to acquire the Company's securities pursuant to the proposed Capital Raise referred to in these materials is made, and any investor should make his, her or its investment, solely on the basis of information that is contained in the Original Prospectus and the Supplementary Prospectus to be made generally available in the
This Announcement and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into
The securities mentioned herein (the "Securities") have not been and will not be registered under the
There will be no public offering of securities in the Excluded Territories, which includes any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by
J.P. Morgan and Goldman Sachs are each authorised by the
Save for the responsibilities and liabilities, if any, which may be imposed on each of J.P. Morgan and Goldman Sachs by FSMA or by the regulatory regime established under FSMA, neither J.P. Morgan nor Goldman Sachs nor any of their respective affiliates accepts any duty, liability or responsibility whatsoever for the contents of the information contained in this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by or on behalf of J.P. Morgan or Goldman Sachs or any of their respective affiliates in connection with the Company, the Securities or the Capital Raise to any person who is not their client in connection with this Announcement, any statements contained herein or otherwise. J.P. Morgan, Goldman Sachs and each of their affiliates accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whatsoever, whether direct or indirect, whether arising in tort, contract, under statute or otherwise (save as referred to above) in respect of the use of this Announcement or any statements or other information contained in (or omitted from) this Announcement. No representation or warranty, express or implied, in relation to the contents of this Announcement is made or purported to be made by J.P. Morgan, Goldman Sachs or any of their respective affiliates as to the accuracy, completeness, sufficiency of the information contained in this Announcement.
The distribution of this Announcement and/or the offering of the Securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or J.P. Morgan or Goldman Sachs or any of their respective affiliates that would permit an offering of the Securities in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Securities in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, J.P. Morgan and Goldman Sachs to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Securities. Any investment decision to buy Securities in the Capital Raise must be made solely on the basis of publicly available information, which has not been independently verified by J.P. Morgan or Goldman Sachs.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raise. Any decision to participate in the Capital Raise must be made solely on the basis of the Original Prospectus and the Supplementary Prospectus published by the Company. 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 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 New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
|OAM Categories:||3.1. Additional regulated information required to be disclosed under the laws of a Member State|
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