TIDMCMBN
RNS Number : 7059I
Cambian Group PLC
27 March 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
27 March 2015
CAMBIAN GROUP PLC ("CAMBIAN" OR THE "COMPANY")
Results of Placing
Cambian is pleased to announce the successful completion of the
placing announced earlier today (the "Placing").
A total of 11,863,636 new ordinary shares in the Company (the
"Placing Shares") have been placed by J.P. Morgan Securities plc,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove") and Numis Securities Limited
("Numis") (the "Bookrunners") at a price of 220 pence per Placing
Share, raising proceeds of approximately GBP26m. The placing price
of 220 pence per Placing Share represents a discount of 0.0 per
cent. to the intra-day price at 10.48 a.m. (being the time the
placing price was agreed). The net proceeds of approximately 210
pence per Placing Share to be received by the Company after
expenses directly attributable to the Placing represent a discount
of approximately 4.4 per cent. to that intra-day price.
The Placing Shares will upon issue represent approximately 7 per
cent. of Cambian's existing issued ordinary share capital prior to
the Placing.
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of one penny each in the capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after the
date of issue, including the dividend of 1.8 pence per ordinary
share payable, subject to shareholder approval at the Company's
forthcoming annual general meeting, to Cambian shareholders who are
on the share register on 7 April 2015.
Applications have been made for admission of the Placing Shares
to the premium listing segment of the Official List of the
Financial Conduct Authority (the "Official List") and to trading on
the main market of the London Stock Exchange plc (together,
"Admission"). It is expected that settlement for the Placing Shares
and Admission will take place at 8.00 a.m. on 1 April 2015.
Settlement of the Placing is conditional upon, amongst other
things, Admission becoming effective and upon the Placing Agreement
not being terminated in accordance with its terms.
Following Admission the total number of shares in issue in the
Company will be 184,198,746.
ENDS
Enquiries:
Cambian Group plc +44 (0) 20 8735 6150
Saleem Asaria, Chief Executive
Andrew Griffith, Chief Financial Officer
J.P. Morgan Cazenove +44 (0) 20 7742 4000
James Mitford
Charles Pretzlik
Numis +44 (0) 20 7260 1000
Michael Meade
James Black
Tulchan Communications +44 (0) 20 7353 4200
Tom Buchanan
Camilla Cunningham
About Cambian Group plc
The Cambian Group is one of the UK's leading specialist
behavioural health service providers. Founded in 2004, it has grown
to become a significant partner to the UK Government. The Group's
services have a specific focus on children and adults who present
high severity needs with challenging behaviours and complex care
requirements. Cambian employs approximately 6,800 people across a
portfolio of 286 purpose-designed facilities located in England and
Wales, comprising 26 schools, 38 hospitals, 219 specialist homes
and 3 fostering offices.
About By the Bridge
By the Bridge is an independent fostering provider (IFP)
specialising in therapeutic foster care for 516 children with 346
foster families located mainly in the South of England, the
Midlands, Yorkshire and the North West. By the Bridge places
children and young people into specialist fostering care, providing
a differentiated service due to the significant emphasis placed on
selecting and training foster parents on how best to meet the
challenging needs of their foster children.
IMPORTANT NOTICE
This announcement (the "Announcement") is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia,
South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is
being made in any such jurisdiction.
In particular, the securities of Cambian Group plc (including
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 applicable securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and, accordingly, the Placing Shares may not be
offered, sold, pledged or transferred, directly or indirectly,
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 the securities laws of any relevant state or
jurisdiction of the United States.
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.
This document is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("FSMA") by, a person authorised under FSMA.
This document is being distributed and communicated to persons in
the UK only in circumstances in which section 21(1) of FSMA does
not apply.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunners or any of their respective affiliates that would permit
an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company and the Bookrunners to inform themselves
about, and to observe, such restrictions. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove, and which is authorised
by the Prudential Regulation Authority and regulated in the United
Kingdom by the FCA, is acting for the Company in connection with
the Placing and no-one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of J.P. Morgan Securities plc nor for providing advice in
relation to the Placing or any other matter referred to in this
Announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company in
connection with the Placing and no-one else and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Numis Securities Limited nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
This Announcement contains (or may contain) certain statements
containing "forward-looking statements" with respect to certain of
the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic
initiatives, objectives and results. Forward-looking statements
sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek",
"may", "could", "outlook" or other words of similar meaning. These
statements reflect the directors' beliefs and expectations, but, by
their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including, amongst
other things, UK domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings, the
effect of operational risks and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made herein by or on behalf of the
Company speak only as of the date they are made. Except as required
by
applicable law or regulation, the Company expressly disclaims
any obligation or undertaking to publish any updates or revisions
to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended to be a profit forecast and no statement
in this announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the
full amount invested on disposal of the Placing Shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FURPKODKBBKDBNB
Grafico Azioni Cambian (LSE:CMBN)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Cambian (LSE:CMBN)
Storico
Da Lug 2023 a Lug 2024
