REG-Mothercare Plc : Issue of Equity <Origin Href="QuoteRef">MTC.L</Origin> - Part 2
29/10/2014 13:40
- Part 2: For the preceding part double click ID:nHUG1hfLna accounts in CREST (Qualifying CREST Shareholders only) as soon as practicable after 8.00 a.m. on 10 October Nil Paid Rights and Fully Paid Rights enabled in CREST as soon as practicable after 8.00 a.m. on 10 October Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid Rights or Fully Paid Rights are in CREST and you wish to convert them to certificated form) 4.30 p.m. on 20 October Recommended latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights or Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form) 3.00 p.m. on 21 October Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid 3.00 p.m. on 22 October Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters 11.00 a.m. on 24 October Results of Rights Issue to be announced by 8.00 a.m. on 27 October Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange and New Ordinary Shares credited to CREST stock accounts (uncertificated holders only) 8.00 a.m. on 27 October Expected despatch of definitive share certificates for the New Ordinary Shares in certificated form by no later than 7 November Notes: (i) Each of the times and dates set out in the above timetable and mentioned in this announcement, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue is subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders. (ii) Any reference to a time in this announcement is to London time, unless otherwise specified. (iii) The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses or located or resident in countries outside the UK, details of which are set out in the Prospectus. Appendix 2 DEFINITIONS "Admission" admission of the New Ordinary Shares (nil paid or fully paid, as the case may be) to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange; "Amended Facility" the Revolving Facility, as amended under the Amendment and Restatement Agreement; "Amendment and Restatement Agreement" the amendment and restatement agreement entered into on 23 September 2014 pursuant to which certain amendments were made to the Facilities Agreement, conditional upon the Rights Issue; "Board" the board of directors of the Company from time to time; "Business Day" any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday; "Directors" the directors of the Company at the date of this announcement and "Director" means any one of them; "Disclosure and Transparency Rules" the disclosure and transparency rules made by the UK Listing Authority under Part VI of FSMA (as set out in the FCA Handbook), as amended; "ELC" Early Learning Centre; "Excluded Shareholders" subject to certain exemptions, shareholders who have registered addresses in, who are incorporated in or otherwise resident or located in the United States or any of the other Excluded Territories; "Excluded Territories" the United States, Australia, Canada, Japan, New Zealand and any other jurisdiction where the extension or availability of the Rights Issue (and any other transaction contemplated thereby) would breach any applicable law (and "Excluded Territory" means any one of them); "Existing Ordinary Shares" the ordinary shares of 50 pence each in the capital of the Company at the Record Date; "ex-rights date" 10 October 2014; "Facilities Agreement" the agreement entered into between the Company (as borrower and guarantor), Barclays Bank plc and HSBC Bank plc dated 12 May 2003 relating to the Term Facility and Revolving Facility; "First Resolution" the resolution granting the Directors authority to allot the New Ordinary Shares to be proposed at the General Meeting; "Franchise Partner" the third parties with whom the Group has entered into franchise arrangements to sell its products in territories other than the UK (including, for the avoidance of doubt, the Group's joint venture companies); "FSMA" the Financial Services and Markets Act 2000, as amended; "Fully Paid Rights" rights to acquire New Ordinary Shares, fully paid; "FY 2009/10" the financial year of the Company ended 27 March 2010; "FY 2013/14" the financial year of the Company ended 29 March 2014; "FY 2014/15" the financial year of the Company ending 28 March 2015; FY 2015/16" the financial year of the Company ending 26 March 2016; FY 2016/17" the financial year of the Company ending 25 March 2017; "General Meeting" the general meeting of the Company to be convened pursuant to the notice set out in the Prospectus (including any adjournment thereof); "HSBC" HSBC Bank plc; "International" or "International business" the Group's international business comprising the operations of the Group's Franchise Partners and that of the Group's international wholesale partners; "Issue Price" the price at which the New Ordinary Shares are issued; "J.P. Morgan Cazenove" J.P. Morgan Securities plc, which operates its investment banking activities in the UK as J.P. Morgan Cazenove; "Listing Rules" the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time; "London Stock Exchange" London Stock Exchange plc or its successor(s); "Mothercare Group" or "the Group" the Company together with its subsidiaries and subsidiary undertakings; "Network Sales" Network Sales of the Group's International business plus Network Sales of the Group's UK business; "Network Sales of the Group's International business" the estimated sales (as the sales are not actually recorded in the Group's reported results) based on the achieved sales (price sold multiplied by volume) by franchise operations outside the UK as reported by Franchise Partners to the Group, including for the purposes of royalty calculation, plus the Group's actual sales to wholesale customers outside the UK; "Network Sales of the Group's UK business" UK reported sales; "New Ordinary Shares" the Ordinary Shares to be issued by the Company pursuant to the Rights Issue; "Nil Paid Rights" rights to subscribe for Ordinary Shares, nil paid; "Numis Securities" Numis Securities Limited; "Ordinary Shares" ordinary shares of 50 pence each in the capital of the Company; "Prospectus" the prospectus relating to the Company for the purpose of the Rights Issue and the listing of the New Ordinary Shares on the London Stock Exchange (together with any supplements or amendments thereto) to be published on about the date of this announcement; "Prospectus Rules" the prospectus rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended; "Provisional Allotment Letter" a provisional allotment letter to be issued in connection with the Rights Issue; "Qualifying CREST Shareholder" Qualifying Shareholders holding Ordinary Shares in uncertificated form; "Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Ordinary Shares in uncertificated form; "Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company on the Record Date; "Record Date" the close of business in London on 7 October 2014; "Reference Date" 22 September 2014, the last practicable date prior to publication of this announcement; "Regulatory Information Service" one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information from listed companies; "Resolutions" the First Resolution and Second Resolution to be proposed at the General Meeting; "Revolving Facility" the multicurrency revolving facility of £60 million; "Rights Issue" the offer by way of rights to Qualifying Shareholders to subscribe for New Ordinary Shares, on the terms and conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter; "Second Resolution" the resolution relating to the disapplication of pre-emption rights in respect of the allotment of the New Ordinary Shares to be proposed at the General Meeting; "Shareholder(s)" holder(s) of Ordinary Shares; "Term Facility" the term loan facility of £40,000,000; "UK Listing Authority" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA; "Underwriting Agreement" the underwriting agreement dated 23 September 2014 between the Company and J.P. Morgan Cazenove, Numis Securities and HSBC described in Part IX (Additional Information) of the Prospectus; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and "United States" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia. --------------------------------------------------------------------------------------------------- This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Mothercare Plc via Globenewswire HUG#1857595
Recent news on Mothercare
See all newsREG - Mothercare PLC - Interim Results
AnnouncementREG - Mothercare PLC - Full Year Results 2023
AnnouncementREG - Mothercare PLC - Price Monitoring Extension
AnnouncementREG - Mothercare PLC - Director/PDMR Shareholding
AnnouncementREG - Mothercare PLC - Price Monitoring Extension
Announcement