REG-Mothercare Plc : Result of Equity Issue <Origin Href="QuoteRef">MTC.L</Origin>

MothercareAnnouncement

29/10/2014 14:53

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.
27 October 2014
Mothercare plc
Results of Rights Issue
Mothercare plc (the "Company") today announces that the 9 for 10 Rights Issue of 79,942,294 New Ordinary Shares at 125 pence per New Ordinary Share announced on 23September 2014 closed for acceptances at 11:00 a.m. (London time) on 24 October 2014. The Company received valid acceptances in respect of 75,622,727 New Ordinary Shares, representing approximately 94.6 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue. 
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 27 October 2014 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be dispatched to shareholders by no later than 7 November 2014. 
It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 27 October 2014. 
In accordance with their obligations as Joint Bookrunners in respect of the Rights Issue pursuant to the Underwriting Agreement, Numis Securities, J.P. Morgan Cazenove and HSBC will endeavour to procure subscribers for the remaining 4,319,567 New Ordinary Shares not validly taken up in the Rights Issue, failing which Numis Securities, J.P. Morgan Cazenove and HSBC as underwriters have agreed to acquire, on a several basis, any remaining New Ordinary Shares. 
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 125 pence per New Ordinary Share and the expenses of procuring subscribers, including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable, if any) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than 5 will not be paid to such persons but will be paid to the Company. 
A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
Enquiries:
  
 +44 (0) 1923 206455

 Matt Smith, Chief Financial Officer
 Ramona Tipnis, Director of Investor Relations 
  
Joint Sponsors, Joint Bookrunners and Joint Corporate Brokers
Numis Securities Limited

 +44 (0) 20 7260 1000

 Oliver Cardigan
 Andrew Hackney
 Christopher Wilkinson
 Rupert Krefting 
  
J.P. Morgan Cazenove

 +44 (0) 20 7742 4000

 Luke Bordewich
 Laurene Danon 
  
Joint Bookrunner
  
HSBC Bank plc

 +44 (0) 20 7991 8888

 Nick Donald
 Richard Fagan 
  
IMPORTANT NOTICE
This announcement is not a Prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus published by Mothercare plc in connection with the Rights Issue. 
The Prospectus has been published and is available from the registered office of the Company and on the Company's website at www.mothercareplc.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or other Excluded Territories. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.
Capitalised terms defined in the Prospectus published on 23 September 2014 shall have the same meaning when used in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. This announcement cannot be relied upon for any investment contract or decision. 
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory. 
J.P. Morgan Cazenove and HSBC, who are authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and are regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), together with Numis Securities who is authorised and regulated in the United Kingdom by the FCA, are acting for Mothercare plc and no one else in connection with the Rights Issue, and will not be responsible to anyone other than Mothercare plc for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Numis Securities, J.P. Morgan Cazenove and HSBC by FSMA or the regulatory regime established thereunder or otherwise under law, Numis Securities, J.P. Morgan Cazenove and HSBC do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Numis Securities, J.P. Morgan Cazenove or HSBC in relation to the contents of this announcement, including its accuracy, completeness or verification or regarding the legality of any investment in the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares by any person under the laws applicable to such person 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 New Ordinary Shares, the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permissible Numis Securities, J.P. Morgan Cazenove and HSBC accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement.
The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter 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, the information contained herein, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded or transmitted in or into the United States, Australia, Canada, New Zealand, Japan or any other Excluded Territory.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Australia, Canada, New Zealand or Japan or any other Excluded Territory. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute a recommendation concerning 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.
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.
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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#1865825