REG - Zeus Capital Ltd Rurelec PLC - Proposed placing of Rurelec shares by shareholder

RurelecAnnouncement

11/03/2024 16:15

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RNS Number : 4020G  Zeus Capital Ltd  11 March 2024

11 March 2024

Immediate Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. PLEASE
SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") CONTAINS INSIDE INFORMATION FOR THE
PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Zeus Capital Limited

("Zeus")

 

Proposed placing of ordinary shares in Rurelec plc ("Rurelec" or the
"Company") by a selling shareholder

Zeus announces that is has been informed by Sterling Trust Limited ("Sterling"
or "Selling Shareholder"), a 53.99 per cent. shareholder in Rurelec of its
intention to sell up to 247,010,538 ordinary shares of 1p each in Rurelec
("Ordinary Shares") (the "Placing Shares") at 0.3036 pence per Ordinary Share
(the "Placing").

Zeus is acting as sole bookrunner (the "Bookrunner") in connection with the
Placing. The Placing Shares will be sold via an accelerated bookbuild placing.

Rurelec will not receive or retain any proceeds from the Placing.

The Placing Shares represent approximately 44 per cent. of the issued share
capital of Rurelec.

The books for the Placing will open with immediate effect. The timing for the
close of the bookbuild process will be at the absolute discretion of the
Bookrunner. The final number of Placing Shares to be placed, and the price at
which the Placing Shares are to be placed, will be agreed by the Bookrunner
with the Selling Shareholder at the close of the bookbuild process, and the
results of the Placing will be announced as soon as practicable thereafter.

ENDS

 

For further information, please contact:

Zeus (Bookrunner to Sterling)
 
0203 823 5000

Dan Bate, James Edis, James Hornigold (Investment Banking)

Simon Johnson (Corporate Broking)

 

Important Information

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129
AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2)
IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR
(III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.

This Announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States, Canada,
Australia, New Zealand, South Africa or Japan or in any jurisdiction in which
such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any relevant
State or other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus, admission document or offering document has been or will be
prepared in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has
not been independently verified by the Selling Shareholder, Zeus or any of
their respective affiliates.

Neither this Announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, New Zealand, Canada, the Republic of
South Africa or Japan. Any failure to comply with this restriction may
constitute a violation of US, Australian, New Zealand, Canadian, South African
or Japanese securities laws.

The distribution of this Announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Selling Shareholder, Zeus or any of their respective affiliates
that would, or which is intended to, permit a public offer of the Placing
Shares in any jurisdiction, or possession or distribution of this Announcement
or any other offering or publicity material relating to the Placing Shares, in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Selling Shareholder or
Zeus to inform themselves about, and to observe, any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this Announcement or on its completeness and this Announcement
should not be considered a recommendation by the Selling Shareholders, Zeus or
any of their respective affiliates in relation to any purchase of, or
subscription for, securities of the Company. No representation or warranty,
express or implied, is given by or on behalf of the Selling Shareholder, Zeus
or any of their respective directors, partners, officers, employees, advisers
or any other persons as to the accuracy, fairness or sufficiency of the
information or opinions contained in this Announcement and none of the
information contained in this Announcement has been independently verified.
Save in the case of fraud, no liability is accepted for any errors, omissions
or inaccuracies in such information or opinions.

Zeus Capital Limited is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting exclusively for the Selling
Shareholder and no one else, in connection with the Placing and will not
regard any other person as a client in relation to the Placing and will not be
responsible to any other person for providing the protections afforded to its
clients nor for giving advice in relation to the Placing.

The Bookrunner, nor any of their respective directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
Announcement (or whether any information has been omitted from the
Announcement) or any other information, including past announcements, relating
to the Company or its subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this Announcement
or its contents or otherwise arising in connection therewith.

Certain statements in this Announcement are, or may be deemed to be,
forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed or implied
by the forward-looking statements. These risks, uncertainties and assumptions
could adversely affect the outcome and financial consequences of the plans and
events described herein. No one undertakes any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place any undue
reliance on forward-looking statements which speak only as of the date of this
Announcement. Statements contained in this Announcement regarding past trends
or events should not be taken as representation that such trends or events
will continue in the future.

References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to amendment.

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

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 Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the 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 the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunner 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:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 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 Placing Shares.

Each distributor (including each Intermediary) is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their investment; the
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the 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 EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU 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 EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 any Placing Shares. Each distributor (including each Intermediary)
is responsible for undertaking its own target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.

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