REG - Chesnara PLC - Publication of a Prospectus

ChesnaraAnnouncement

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RNS Number : 6459P  Chesnara PLC  03 July 2025

Not for release, publication or distribution, IN WHOLE OR IN PART, directly or
indirectly, in or into THE UNITED STATES, AUSTRALIA, CANADA, Japan, the
republic of south africa OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS
REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT
CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE RELIED ON IN
CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR
COMMITMENT WHATSOEVER. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE
FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS,
FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE
PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED
OFFICE OF THE COMPANY AND ON ITS WEBSITE AT WWW.CHESNARA.CO.UK/INVESTORS
(http://WWW.CHESNARA.CO.UK/INVESTORS) .

 

Chesnara PLC

 

 

3 July 2025

 

PUBLICATION OF PROSPECTUS

 

Further to the announcement relating to the rights issue to raise total gross
proceeds of approximately £140 million (the "Rights Issue") released
earlier today by Chesnara plc ("Chesnara" or the "Company" and, together with
its subsidiaries, the "Group"), the Company is pleased to announce that the
FCA has approved the prospectus dated 3 July 2025 (the "Prospectus") in
connection with the Rights Issue and the Prospectus has been published by the
Company.

The Prospectus contains further details of the Rights Issue and will be posted
to shareholders of the Company that have elected to receive hard copies of
such shareholder documentation on 4 July 2025. The Prospectus is also
available on the Company's website, www.chesnara.co.uk/investors
(http://www.chesnara.co.uk/investors) .

A copy of the Prospectus will be submitted to the National Storage Mechanism
and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Enquiries

 

Investors:

 

Chesnara

Steve Murray, Group Chief Executive Officer

Tom Howard, Group Chief Financial Officer

Sam Perowne, Head of Strategic Development & Investor Relations

sam.perowne@chesnara.co.uk (mailto:sam.perowne@chesnara.co.uk)

 

Fenchurch Advisory Partners (Lead Financial Advisor to Chesnara)

Paul Miller

Yiannis Kourris

David Cochrane

+44 (0) 20 7382 2222

 

RBC Capital Markets (Sponsor, Global Coordinator, Lead Underwriter, Joint
Financial Advisor and Corporate Broker to Chesnara)

James Agnew

Ezzedine Ben Frej

Jamil Miah

+44 (0) 20 7653 4000

 

ABN AMRO (Joint Bookrunner and Underwriter to Chesnara)

Julie Wakkie

Maarten Altena

+ 31 (0) 20 628 48 66

 

Panmure Liberum (Joint Bookrunner and Joint Corporate Broker to Chesnara)

Stephen Jones

David Watkins

Atholl Tweedie

+ 44 (0) 20 3100 2000

 

Media:

 

Teneo

Oscar Burnett

chesnara@teneo.com

+44 (0) 20 7427 5435

 

The person responsible for arranging for the release of this announcement on
behalf of Chesnara is Al Lonie, Company Secretary.

 

IMPORTANT NOTICES

 

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy, fairness or completeness.
The information in this announcement is subject to change without notice.

 

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the FCA and does not constitute a prospectus (or
prospectus equivalent document) and investors should not subscribe for,
purchase, otherwise acquire, sell or otherwise dispose of any securities
referred to in this announcement except on the basis of information in the
Prospectus. Neither this announcement nor any part of it should form the basis
of or be relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever. Nothing in this announcement should be
interpreted as a term or condition of the Rights Issue.

 

A copy of the Prospectus is available on the Company's website at
www.chesnara.co.uk/investors (http://www.chesnara.co.uk/investors) . 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 Prospectus provides further details of the securities being
offered pursuant to the Rights Issue. This announcement is for information
purposes only and is not intended to constitute, and should not be construed
as, an offer to sell or issue, or a solicitation of any offer to purchase,
subscribe for or otherwise acquire, the Nil Paid Rights, the Fully Paid Rights
and the New Ordinary Shares of the Company in Australia, Canada, Japan, South
Africa or in any other jurisdiction where such offer or sale would be unlawful
and, subject to certain exceptions, 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. The distribution of this
announcement, the Prospectus (once published), and any other document relating
to the offering or transfer of Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares into jurisdictions other than the United Kingdom may be
restricted by law, and, therefore, persons into whose possession this
announcement, the Prospectus (once published), and/or any accompanying
documents 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, this announcement, the Prospectus (once
published) and the provisional allotment letters (once printed) should not be
distributed, forwarded to or transmitted in or into Australia, Canada, Japan,
South Africa, or any other jurisdiction where the extension or availability of
the Rights Issue (and any other transaction contemplated thereby) would breach
any applicable law or regulation.

 

This announcement does not constitute a recommendation concerning any
investor's options with respect to 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.

 

RBC Europe Limited ("RBC") is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA") and the PRA. ABN AMRO Bank N.V. ("ABN AMRO") is
regulated by the European Central Bank in close cooperation with the Dutch
Central Bank (De Nederlandsche Bank) and the Dutch Authority for the Financial
Markets (Autoriteit Financiële Markten) in the Netherlands. Panmure Liberum
Limited ("Panmure Liberum") is authorised and regulated in the United Kingdom
by the FCA. Each of RBC, ABN AMRO and Panmure Liberum is acting exclusively
for the Company and no one else in connection with the Rights Issue, and will
not regard any other person (whether or not a recipient of this announcement)
as a client in connection with the Rights Issue and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients nor for providing advice to any person in relation to the Rights Issue
or any other matter, transaction or arrangement referred to in this
announcement.

 

None of RBC, ABN AMRO or Panmure Liberum, nor any of their respective
subsidiaries, branches or affiliates, nor any of their respective directors,
officers, employees or advisers accepts any responsibility or liability
whatsoever for the contents of this announcement, or makes any representation
or warranty, express or implied, as to its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company, the Nil Paid Rights, the Fully
Paid Rights, the Provisional Allotment Letter, the New Ordinary Shares or the
Rights Issue. Subject to applicable law, each of RBC, ABN AMRO and Panmure
Liberum disclaims all and any liability or responsibility whatsoever (whether
direct or indirect, whether in tort, contract or otherwise) which it might
otherwise have in respect of the Rights Issue, this announcement or any
statement contained herein, or otherwise.

 

This announcement is not for publication or distribution in or into the United
States of America. This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

 

INFORMATION TO DISTRIBUTORS

 

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 New Ordinary Shares have been subject to a product
approval process, which has determined that the New Ordinary Shares are: (a)
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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(b) eligible for distribution through all permitted distribution channels (the
"Target Market Assessment").

Notwithstanding the Target Market Assessment, "distributors" (for the purposes
of the UK Product Governance Requirements) should note that: the price of the
New Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New 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 any
contractual, legal or regulatory selling restrictions in relation to the offer
of New Ordinary Shares. Furthermore, it is noted that, notwithstanding the
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 Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) 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 Ordinary Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.

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