TIDMESKN
RNS Number : 8175G
Esken Limited
28 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE PEOPLE'S
REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS
ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF,
OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE
FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS
OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY
REFERENCE INTO THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE
COURSE.
28 July 2021
ESKEN LIMITED
("Esken", the "Company" or the "Group")
PUBLICATION OF COMBINED CIRCULAR AND PROSPECTUS
The combined circular and prospectus of Esken dated 28 July 2021
(the "Prospectus") relating to the proposed Firm Placing and
Placing and Open Offer announced on 27 July 2021 and proposed
investment in London Southend Airport announced on 2 July 2021 has
been approved by the Financial Conduct Authority and has been
published.
The Prospectus contains a notice convening a general meeting to
be held on 17 August 2021 and shareholders will shortly be sent a
copy of the Prospectus or notification of the availability of the
Prospectus.
The Prospectus will be available to view on the website of the
Company , www.esken.com/investors. The Prospectus is not, subject
to certain exceptions, available (whether through the Company's
website or otherwise) to shareholders in the United States or any
of the Excluded Territories.
A copy of the Prospectus has been submitted to the National
Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the announcement of the Proposed
Firm Placing and Placing and Open Offer.
For further information, please contact:
Esken Limited C/O Tulchan Communications
Charlie Geller, Communications Director
Canaccord Genuity Limited (Joint Sponsor,
Joint Bookrunner and Joint Global Co-ordinator) +44 20 7523 8000
Adam James / Andrew Potts / Patrick
Dolaghan
Sam Lucas
UBS AG London Branch (Joint Sponsor,
Joint Bookrunner and Joint Global Co-ordinator) +44 207 567 8000
David James / Peter Mackie
Alex Bloch / Tom Snowball
Tulchan Communications +44 207 353 4200
Olivia Peters / David Allchurch esken@tulchangroup.com
IMPORTANT NOTICES
This announcement including the appendices and the information
contained in it has been issued by and is the sole responsibility
of the Company. The information contained in this announcement is
for information 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 or completeness. The information in
this announcement is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any Shares referred to in this announcement except on the
basis of the information contained in the Prospectus to be
published by the Company in connection with the Transaction.
Copies of the Prospectus when published will be available on the
Company's website at www.esken.com. 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 will provide further details of the
New Shares being offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Shares, Open Offer Entitlements and Excess
Open Offer Entitlements have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States. There will be no
offer of the New Shares in the United States. None of the New
Shares, Open Offer Entitlements, Excess Open Offer Entitlements,
this announcement or any other document connected with the Capital
Raise has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States
or any US regulatory authority, nor have any of the foregoing
authorities has passed upon or endorsed the merits of the offering
of the New Shares, Open Offer Entitlements, or Excess Open Offer
Entitlements or the accuracy or adequacy of this announcement or
any other document connected with the Capital Raise. Any
representation to the contrary is a criminal offence in the United
States.
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 sell, allot or issue, or any offer or invitation to
purchase or subscribe for, New Shares, or to take up any
entitlements to New Shares, in any jurisdiction or any solicitation
to purchase or subscribe for, any securities in the United States,
Australia, Canada, Hong Kong, Japan, the People's Republic of China
or the Republic of South Africa (the "Excluded Territories") or in
any jurisdiction to whom or in which such offer or invitation is
unlawful, nor does the fact of its distribution form the basis of,
or be relied upon in connection with, or act as any inducement to
enter into, any contract or commitment whatsoever with respect to
such securities, the Company or otherwise.
The distribution of this announcement into jurisdictions other
than the United Kingdom 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 any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, this
announcement, the Prospectus (once published) and the Application
Forms (once printed) should not be distributed, forwarded to or
transmitted in or into any Excluded Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
if and when published the Prospectus. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Capital Raise. 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
Canaccord Genuity Limited ("Canaccord") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom. UBS AG London Branch ("UBS" and together with Canaccord,
the "Joint Bookrunners") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland, and it is
authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom.
Canaccord and UBS are each acting exclusively for the Company
and no one else in connection with the Capital Raise or any other
matter referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Capital Raise and/or any other matter referred
to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates or agents (or any of their respective
directors, officers, employees or advisers) for the contents of the
information contained in this announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the New Shares or the Capital Raise and any responsibility therefor
is expressly disclaimed. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or in respect of any statements
or other information contained in this announcement and no
representation or warranty, express or implied, is made by either
Joint Bookrunner or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Application Forms, and, if
given or made, such information or representations must not be
relied on as having been authorised by the Company or Canaccord and
UBS.
In connection with the Capital Raise, the Joint Bookrunners may
release communications to the market as to the extent to which the
book is "covered". A communication that a transaction is, or that
the books are, "covered" refers to the position of the order book
at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
In connection with the Capital Raise, each of their Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may take up a portion of the
shares in the Capital Raise as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related
investments in connection with the Capital Raise or otherwise.
Accordingly, references in the Prospectus to the Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and any
of their respective affiliates acting as investors for their own
accounts. Except as required by applicable law or regulation, the
Joint Bookrunners do not propose to make any public disclosure in
relation to such transactions.
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END
MSCRPMFTMTJTBPB
(END) Dow Jones Newswires
July 28, 2021 12:39 ET (16:39 GMT)
Grafico Azioni Esken (LSE:ESKN)
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Da Set 2024 a Ott 2024
Grafico Azioni Esken (LSE:ESKN)
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Da Ott 2023 a Ott 2024