17 August 2006
Rights Issue Rump Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN
Further to the announcement made earlier today by Low & Bonar PLC (the “Company”) regarding the receipt of valid acceptances in respect of 43,917,629 New Ordinary Shares, representing approximately 86.19 per cent. of the up to 50,952,569 New Ordinary Shares offered to Qualifying Shareholders pursuant to the 1 for 2 Rights Issue announced on 7 July 2006, the Company announces that Hoare Govett and Numis (the “Lead Managers”) have procured subscribers for the remaining 7,034,584 New Ordinary Shares for which valid acceptances were not received (having taken into account 356 New Ordinary Shares relating to fractional entitlements of Qualifying Shareholders which were not allotted), at a price of 117 pence per New Ordinary Share. As a result of the procurement of the subscribers, neither Hoare Govett nor Numis nor any sub-underwriter will be required to subscribe for any New Ordinary Shares.
The net proceeds, after deduction of the Issue Price of 85 pence per New Ordinary Share and the expenses of procuring subscribers (including any related value added tax), will, save for amounts less than £5, be paid to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments in accordance with the terms of the Rights Issue.
Definitions used in the Prospectus dated 7 July 2006 apply in this announcement unless the context otherwise requires.
Enquiries
| Paul Forman |
Low & Bonar PLC |
020 7535 3191 |
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| Tim Rowntree |
Hoare Govett Limited |
020 7678 8000 |
| John MacGowan |
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| Dickie Hall |
Numis Securities Limited |
020 7776 1500 |
| Iain McDonald |
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| David Trenchard |
Tulchan Communications Group Ltd |
020 7353 4200 |
| Peter Hewer |
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This announcement has been issued by, and is the sole responsibility of, the Company.
This announcement shall not constitute an offer of, or the solicitation of any offer to acquire New Ordinary Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of, or application for, securities in the Rights Issue should only be made on the basis of information contained in the Prospectus expected to be published today and any supplement thereto.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state in the United States or under the applicable securities laws of any Excluded Territory. Subject to certain exceptions, the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights may not be offered or sold in the United States or in any Excluded Territory, or to or for the benefit of any national, resident or citizen of any Excluded Territory.
ABN AMRO, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in relation to the Acquisition and the Rights Issue and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or the Rights Issue, or any other matter referred to in this announcement.
PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for the Company and for no one else in relation to the Acquisition and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of PricewaterhouseCoopers or for providing advice in relation to the Acquisition or the Rights Issue, or any other matter referred to in this announcement.
Hoare Govett and Numis, both of which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for the Company and for no one else in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Rights Issue or any other matter referred to in this announcement.