TIDMRR.
RNS Number : 1514F
Rolls-Royce Holdings plc
12 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, NEW
ZEALAND, UNITED ARAB EMIRATES, SOUTH AFRICA 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 IS AN ADVERTISEMENT 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 AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS.
ROLLS-ROYCE HOLDINGS PLC
RESULT OF RUMP PLACING
12 November 2020
Following the announcement earlier today regarding valid
acceptances under the fully underwritten 10 for 3 Rights Issue
announced by Rolls-Royce Holdings plc ("Rolls-Royce" or the
"Company") on 1 October 2020, the Company confirms that BNP
Paribas, Citigroup, Goldman Sachs, HSBC, Jefferies, Morgan Stanley,
Crédit Agricole CIB, Santander, SMBC Nikko and Société Générale
(the "Underwriters") have successfully procured subscribers for all
of the 375,096,792 New Ordinary Shares for which valid acceptances
were not received, representing approximately 5.8 per cent. of the
total number of New Ordinary Shares to be issued pursuant to the
fully underwritten Rights Issue, at a price of 90 pence per New
Ordinary Share.
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Rights Issue Price of 32 pence per New
Ordinary Share and the expenses of procuring subscribers, including
any applicable brokerage commissions and VAT which are not
recoverable) 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 GBP5.00 will not be paid to such
persons but will be aggregated and will accrue for the benefit of
the Company.
Unless the context otherwise requires, words and expressions
defined in the combined prospectus and circular dated 1 October
2020 (the "Prospectus") shall have the same meanings in this
announcement.
LEI: 213800EC7997ZBLZJH69
For further information, please contact:
Rolls-Royce Holdings plc Media
Richard Wray
Director of External Communications
& Brand, Rolls-Royce Holdings
plc
Tel +44 (0) 7810 850055
Richard.Wray@Rolls-Royce.com
Investors
Isabel Green
Head of Investor Relations,
Rolls-Royce Holdings plc
Tel +44 (0) 7880 160976
Isabel.Green@Rolls-Royce.com
Brunswick Group Charles Pretzlik
Tel +44 7823 527191
cpretzlik@brunswickgroup.com
Caroline Daniel
Tel +44 7785 952682
cdaniel@brunswickgroup.com
Pip Green
Tel +44 7834 502589
pgreen@brunswickgroup.com
-------------------------------------
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 or completeness. The
information in this announcement is subject to change without
notice.
This announcement is not a prospectus (or a prospectus
equivalent document) 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
Nil Paid Rights, Fully Paid Rights or New Ordinary Shares except on
the basis of the information contained in the Prospectus.
A copy of the Prospectus is available on the Company's website,
www.rolls-royce.com/investors. 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 New Ordinary Shares,
the Nil Paid Rights and the Fully Paid Rights being offered
pursuant to the Rights Issue.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase or subscribe for
securities in the United States or any other state or jurisdiction
in which such release, publication or distribution would be
unlawful. The Nil Paid Rights, the Fully Paid Rights and the New
Ordinary Shares 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, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable 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 or other jurisdiction. There will
be no public offer of the Nil Paid Rights, the Fully Paid Rights or
the New Ordinary Shares in the United States. Subject to certain
limited exceptions, Provisional Allotment Letters have not been,
and will not be, sent to, and Nil Paid Rights have not been, and
will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is located in the
United States. None of the New Ordinary Shares, the Nil Paid
Rights, the Fully Paid Rights or the Provisional Allotment Letters,
this announcement or any other document connected with the Rights
Issue 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 other regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares, the Nil Paid Rights or the Fully Paid
Rights, or the accuracy or adequacy of the Provisional Allotment
Letters, this announcement or any other document connected with the
Rights Issue. 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 purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for,
Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to
take up any entitlements to Nil Paid Rights will be made in any
jurisdiction in which such an offer or solicitation is
unlawful.
The information contained in this announcement, the Prospectus
and the Provisional Allotment Letters is not for release,
publication or distribution to persons in the United States, New
Zealand, United Arab Emirates, South Africa 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, 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, the
Provisional Allotment Letter, and 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, the Provisional Allotment Letter
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, United Arab
Emirates South Africa 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. 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 the Prospectus.
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
BNP Paribas ("BNP Paribas"), Citigroup Global Markets Limited
("Citigroup"), Goldman Sachs International ("Goldman Sachs"), HSBC
Bank plc ("HSBC"), Jefferies International Limited ("Jefferies"),
Morgan Stanley & Co. International plc ("Morgan Stanley"),
Crédit Agricole Corporate and Investment Bank ("Crédit Agricole
CIB"), Banco Santander, S.A. ("Santander"), SMBC Nikko Capital
Markets Limited ("SMBC Nikko") and Société Générale ("Société
Générale", and, together with Goldman Sachs, Morgan Stanley, BNP
Paribas, Citigroup, HSBC, Jefferies, Crédit Agricole CIB, Santander
and SMBC Nikko, the "Banks") are authorised in the United Kingdom
by the Financial Conduct Authority and regulated by the Financial
Conduct Authority and, in the case of BNP Paribas, lead supervised
by the European Central Bank ("ECB") and the Autorité de Contrôle
Prudentiel et de Résolution ("ACPR") (and its London Branch is
authorised by the ECB, the ACPR and the Prudential Regulation
Authority and subject to limited regulation by the Financial
Conduct Authority and the Prudential Regulation Authority). Each of
the Banks is acting exclusively for Rolls-Royce Holdings plc in
relation to the Rights Issue and no other person in connection with
the Rights Issue and will not be responsible to anyone other than
Rolls-Royce Holdings plc for providing the protections afforded to
their respective clients nor for providing advice to any person in
relation to the Rights Issue or any matters referred to in this
announcement. Goldman Sachs is acting as Financial Adviser to the
Company and no other person in connection with this announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Goldman Sachs nor
for providing advice to any person in relation to any matters
referred to in this announcement.
None of the Banks, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors,
officers or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of the Banks in connection with the Rights Issue, this
announcement, any statement contained herein, or otherwise.
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 Banks, nor any of their respective
subsidiaries, branches, affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement or any other
information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
In connection with the Rights Issue, the Banks and any of their
respective affiliates, may in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares
and/or related instruments for their own account provided that the
Banks and their respective affiliates may not engage in short
selling for the purpose of hedging their commitments under the
Underwriting Agreement (subject to certain exceptions in the
Underwriting Agreement). Accordingly, references in the Prospectus
to the Nil Paid Rights, Fully Paid Rights or New Ordinary 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 Banks and any
of their affiliates acting in such capacity.
The Banks and their respective affiliates may enter into
financing arrangements with investors in connection with which the
Banks and any of their affiliates may from time to time acquire,
hold or dispose of New Ordinary Shares. In addition, the Banks may
also co-ordinate a sell-down in the event that any underwriting
crystallises as a result of the Rights Issue. The Banks and their
respective affiliates do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
In the event that the Banks acquire New Shares which are not
taken up by Qualifying Shareholders, the Banks and their respective
affiliates may co-ordinate disposals of such shares in accordance
with applicable law and regulation. The Banks and their respective
affiliates do not propose to make any public disclosure in relation
to such transactions.
Greenhill & Co. International LLP ("Greenhill") is
authorised by the Financial Conduct Authority and regulated by the
Financial Conduct Authority and is acting exclusively as financial
adviser to the Company and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of Greenhill nor for providing advice in
connection with the matters referred to herein. Neither Greenhill
nor any of its subsidiaries, branches or affiliates, nor any of its
directors, officers or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Greenhill in connection with the
Rights Issue, this announcement, any statement contained herein, or
otherwise.
INFORMATION TO DISTRIBUTORS
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 Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each 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 "Target
Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Nil Paid Rights, the Fully Paid
Rights and/or the New Ordinary Shares may decline and investors
could lose all or part of their investment; the Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Nil Paid Rights, the Fully Paid Rights and/or 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 the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
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: (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 the Nil Paid Rights, the Fully
Paid Rights and/or the New Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares and determining appropriate distribution
channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
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(END) Dow Jones Newswires
November 12, 2020 07:25 ET (12:25 GMT)
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