28 May 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, 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 END 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 REFERRED TO BELOW. A COPY THE PROSPECTUS IS AVAILABLE ON WWW.COSTAIN.COM.
Costain Group PLC
("Costain" or the "Group" or the "Company")
Results of Capital Raising and General Meeting
On 7 May 2020, the Company announced details of a proposed Firm Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of £100 million, approximately £80 million by way of a Firm Placing of 133,348,799 Firm Placing Shares and approximately £20 million by way of a Placing and Open Offer of 33,317,868 Open Offer Shares, in each case at an issue price of 60 pence per New Ordinary Share. The Open Offer Shares were conditionally placed with institutional investors at the Offer Price, subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing Shares were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptances at 11:00 a.m. on 27 May 2020. The Company has received valid acceptances from Qualifying Shareholders under their basic Open Offer Entitlements in respect of 27,771,561 Open Offer Shares, representing approximately 83.4% of the Open Offer Shares. In addition, the Company has received applications from Qualifying Shareholders under the Excess Application Facility in respect of 46,671,416 Open Offer Shares, representing approximately 140.1% of the Open Offer Shares. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement. As applications under the Excess Application Facility cannot be satisfied in full, applications for New Ordinary Shares under the Excess Application Facility will be scaled back in accordance with the terms set out in the Prospectus.
The Company is also pleased to announce that, at the General Meeting of the Company held at 5 p.m. on 27 May 2020, the Resolution (as set out in the Notice of General Meeting found at the end of the combined circular and prospectus of the Company published on 7 May 2020 (the "Prospectus")) was duly passed on a poll (in which every member present in person or by proxy had one vote for each share held).
Alex Vaughan, Chief Executive Officer, commented:
"We are pleased to have completed our £100 million equity raise providing us with a stronger balance sheet to take advantage of opportunities in our target markets. Costain has significant potential to capitalise on the UK's many infrastructure investment programmes aimed at safeguarding our society, unlocking economic growth and decarbonising our environment. The recent contract wins across our core sectors demonstrate the value our clients recognise we bring to meet their changing needs.
"We are back on site across the business with strict and effective safety procedures in place. I am proud of how our colleagues have responded to the challenges created by Covid-19 and I'm confident about the positive outlook for our business."
For further enquiries please contact:
Costain Tel: 01628 842 444
Alex Vaughan, Chief Executive Officer
Tony Bickerstaff, Chief Financial Officer
Carolyn Rich, Investor Relations Director
Sara Lipscombe, Group Communications Director
Rothschild & Co (Sponsor and Financial Adviser to Costain) Tel: 020 7280 5000
Liberum (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker) Tel: 020 3100 2000
Investec (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker) Tel: 020 7597 5970
HSBC (Joint Global Coordinator and Joint Bookrunner) Tel: 020 7991 8888
MHP (Financial PR Adviser to Costain)
Tim Rowntree Tel: 020 3128 8527
Peter Hewer Tel: 0770 932 6261
The poll results on the Resolution, on which Equiniti (the Company's registrar) acted as scrutineer, are as follows:
NUMBER OF VOTES FOR
% of Votes Cast
NUMBER OF VOTES AGAINST
% OF VOTES CAST
TOTAL VOTES CAST
% OF ISC VOTED
(authority to allot shares pursuant to the Capital Raising at an issue price of 60 pence)
1) Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
2) A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.
3) Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.
4) As at 6.30 p.m. on 25 May 2020 (being the record time for the General Meeting), the Company had 108,283,074 Ordinary Shares in issue.
In accordance with Listing Rule 9.6.2R, a copy of the Resolution will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolution will also be filed with Companies House. The results of the General Meeting held on 27 May 2020 will be available to view on the Company's website at www.costain.com.
The passing of the Resolution will enable the Company to proceed with the Capital Raising. The Capital Raising remains conditional upon:
(i) Admission becoming effective by not later than 8.00 a.m. on 29 May 2020 (or such later time and/or date (being not later than 8.00 a.m. on 12 June 2020) as the Company, Rothschild & Co. and the Bookrunners may agree); and
(ii) the Placing Agreement becoming unconditional.
Applications have been made for the admission of 166,666,667 New Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 29 May 2019.
The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of issued Ordinary Share capital of the Company after Admission.
The total issued share capital of Costain following Admission will be 274,949,741 Ordinary Shares and the total number of voting rights of the Company will be 274,949,741 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the Prospectus.
This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Costain and the Group. This announcement includes statements that are, or may be deemed to be, "forward-looking statements". The words "believe," "estimate," "target," "anticipate," "expect," "could," "would," "intend," "aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk", their negatives and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of the Company or the Group. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement and/or information incorporated by reference into this announcement. In addition, even if the Company's or the Group's results of operation, financial position and growth, and the development of the markets and the industry in which the Group operates, are consistent with the forward-looking statements contained in this announcement, these results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue.
Past performance of the Company cannot be relied on as a guide to future performance. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this announcement. The Group and the Banks and any of their respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where required to do so under applicable law.
No statement in this announcement is intended as a profit forecast, project, prediction or estimate and no statement in this announcement should be interpreted to mean that earnings per share of Costain for the current or future financial years would necessarily match or exceed the historical published earnings per share of Costain.
N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA in the United Kingdom; Investec Bank plc, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom; Liberum Capital Limited, which is authorised and regulated by the FCA in the United Kingdom and HSBC Bank plc, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom are each acting exclusively for Costain and no one else in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than Costain for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raising referred to in this announcement or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.
This announcement has been issued by and is the sole responsibility of Costain. 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 any Bank or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
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.
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, or any solicitation to purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, Switzerland, New Zealand, the Republic of South Africa 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.
Neither this announcement nor any copy of it nor the information contained in it and any related materials is for publication, distribution or release, in whole or in part, 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, Canada, Japan, Switzerland, New Zealand, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement and the offering of the New Ordinary Shares may be restricted by law in certain jurisdictions. No action has been taken by the Company, the Banks or any of their respective affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. 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.
The New Ordinary Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and the New Ordinary Shares may not be offered, sold, transferred or delivered, directly or indirectly in, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The New Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raising or the accuracy or adequacy of these terms and conditions. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor 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.
The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer 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.
Information to Distributors
Solely for the purposes of Article 9(8) of the Delegated Directive regarding the responsibilities of manufacturers under the product governance requirements contained within: (a) 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 the Target Market Assessment. Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Capital Raising. Furthermore, it is noted that, notwithstanding the 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 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels
Unless the context otherwise requires, all references to time are to London time.
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