REG - Pennon Group PLC - Result of Rump Placing

PennonAnnouncement

18/02/2025 11:45

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RNS Number : 5517X  Pennon Group PLC  18 February 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR WITHIN THE UNITED STATES, NEW ZEALAND, CHINA, SINGAPORE,
HONG KONG, SOUTH AFRICA, JAPAN, THE UNITED ARAB EMIRATES AND ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSE OF THE PROSPECTUS
REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY ("FCA") AND DOES NOT
CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN
SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES. 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 ORDINARY SHARES MUST BE MADE
ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PENNON GROUP PLC

RESULT OF RUMP PLACING

18 February 2025

Following the announcement earlier today regarding valid acceptances under the
fully underwritten Rights Issue of Pennon Group Plc (the "Company") announced
on 29 January 2025, the Company confirms Barclays Bank PLC and Morgan Stanley
& Co. International plc, as Underwriters in respect of the Rights Issue,
have successfully procured subscribers for all of the New Ordinary Shares for
which valid acceptances were not received, representing approximately 7.4 per
cent. of the total number of New Ordinary Shares to be issued pursuant to the
Rights Issue, and for all of the New Ordinary Shares resulting from the
aggregation of fractional entitlements of New Ordinary Shares, at a price of
460 pence per New Ordinary Share.

Today's placing has been multiple times over-subscribed reflecting continued
investor support for the Company and its largest ever capital investment
programme. As part of the Group's overall funding package, this puts the
Company in a strong position to deliver for customers, the environment and
Shareholders over the next five years.

The net proceeds from the placing of such New Ordinary Shares (after the
deduction of the Rights Issue Price of 264 pence per New Ordinary Share and
the expenses of procuring subscribers, including any applicable brokerage fees
and commissions and amounts in respect of related irrecoverable VAT) will be
paid (without interest) to those Shareholders 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 £5.00 will
not be paid to such persons but will be paid to the Company and will become
part of the WaterShare+ Proceeds.

Unless the context requires otherwise, capitalised terms used but not
otherwise defined in this announcement shall have the meanings set out in the
prospectus dated 29 January 2025 (the "Prospectus"), which is available on the
Company's website at: www.pennon-group.co.uk/investor-information
(http://www.pennon-group.co.uk/investor-information) .

For further information, please contact:

 Pennon Group plc
 Institutional equity investors and analysts
 Louise Rowe - Compliance, ESG and IR Director  +44 (0)1392 443 260

 James Murgatroyd - FGS Global                  +44 (0)20 7251 3801
 Harry Worthington - FGS Global

 Debt investors
 Chris Tregenna - Group Treasurer               +44 (0)1392 443 260

 Joint Global Co-ordinators, Joint Bookrunners, Joint Sponsors and Joint
 Corporate Brokers
 Barclays Bank PLC                              +44 (0)20 7623 2323

 Alisdair Gayne

 Richard Bassingthwaighte

 Iain Smedley

 Chris Madderson

 Morgan Stanley & Co. International plc         +44 (0)20 7425 8000

 Andrew Foster

 Josh Williams

 Francesco Puletti

 Emma Whitehouse

 

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.pennon-group.co.uk/investor-information. 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 the United States, New Zealand, China, Singapore, Hong Kong, South
Africa, Japan, the United Arab Emirates 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,
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, 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 and the
provisional allotment letters should not be distributed, forwarded to or
transmitted in or into the United States, New Zealand, China, Singapore, Hong
Kong, South Africa, Japan, the United Arab Emirates, 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.

NOTICE TO ALL INVESTORS

Each of Barclays Bank PLC and Morgan Stanley & Co. International plc is
authorised by the Prudential Regulation Authority ("PRA") and regulated by the
FCA and the PRA in the United Kingdom. Each of Barclays Bank PLC and Morgan
Stanley & Co. International plc is acting exclusively for the Company and
no one else in connection with this announcement and the Rights Issue and will
not regard any other person as a client in relation to 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 Barclays Bank PLC and Morgan Stanley & Co. International plc nor
any of their respective affiliates, directors, officers, employees or advisers
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
which they might otherwise have in connection with the Rights Issue, this
announcement, any statement contained herein, or otherwise.

NOTICE TO US INVESTORS

This announcement does not constitute an offer to sell, or a solicitation of
offers to purchase or subscribe for, securities in the United States. The
securities being offered pursuant to the Rights Issue have not been and will
not be registered under the US Securities Act of 1933, as amended (the "U.S.
Securities Act"), or with any securities regulatory authority or under the
relevant securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, resold, pledged, taken up, exercised,
renounced, delivered, distributed or transferred, directly or indirectly, into
or within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act.
No public offering of the securities has been or will be 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 Underwriters 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.

 

FORWARD-LOOKING STATEMENTS

This announcement may contain projections and other forward-looking
statements. The words "believe", "expect", "anticipate", "intend", "estimate",
"intend" and "plan" and similar expressions identify forward-looking
statements. All statements other than statements of historical facts included
in this announcement, including, without limitation, those regarding the
Company's financial position, business strategy, potential plans and potential
objectives, are forward-looking statements.

None of the Company, its officers, advisers or any other person gives any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur, in part or in whole.

By their nature, forward-looking statements involve assumptions, risks and
uncertainties. Such forward-looking statements may involve known and unknown
risks, uncertainties and other factors, which may cause the Company's actual
results, performance or achievements to be materially different from those
expected, any future results, performance or achievements expressed or implied
by such forward-looking statements. Readers are advised to read the Prospectus
and the information incorporated by reference therein in their entirety, and,
in particular, the section of the Prospectus headed Part I (Risk Factors), for
a further discussion of the factors that could affect the Group's future
performance and the industry in which it operates. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this announcement, the Prospectus and/or the information
incorporated by reference into the Prospectus may not prove to be accurate or
may not occur. Prospective investors should therefore carefully review the
Prospectus. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future.

Nothing in this announcement is intended as a profit forecast or estimate for
any period, and no statement in this announcement should be interpreted to
mean that earnings or earnings per share or dividend per share for the Company
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share or dividend per share
for the Company.

The forward-looking statements in this announcement speak only as at the date
of this announcement. To the extent required by applicable law or regulation
(including as may be required by the Companies Act, the Prospectus Regulation
Rules, the UK Listing Rules, MAR, the Disclosure Guidance and Transparency
Rules and FSMA), the Company will update or revise the information in this
announcement. Otherwise, neither the Company nor the Underwriters assume any
obligation to update or provide any additional information in relation to such
forward-looking statements. Additionally, statements of the intentions or
beliefs of the Board and/or the Directors reflect the present intentions and
beliefs of the Board and/or Directors, respectively, as at the date of this
announcement and may be subject to change as the composition of the Board
alters, or as circumstances require.

 

 

 

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