Result of Rights Issue

 

TIDMBRAM 
 
RNS Number : 5326C 
Brammer PLC 
16 November 2009 
 

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE 
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW 
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF 
SUCH JURISDICTION 
 
 
16 November 2009 
 
 
Brammer plc ("Brammer" or the "Company") 
 
 
RESULTS OF RIGHTS ISSUE 
 
 
Brammer announces that on 13 November 2009, being the latest date for receipt of 
valid acceptances, it had received valid acceptances in respect of 51,627,091 
Rights Issue Shares, representing approximately 97.15 per cent of the total 
number of Rights Issue Shares offered to Shareholders pursuant to the Rights 
Issue announced by Brammer on 6 October 2009. 
 
 
It is expected that the Rights Issue Shares will commence trading fully paid on 
the London Stock Exchange's main market for listed securities at 8.00 a.m. on 16 
November 2009. 
 
 
It is expected that the Rights Issue Shares in uncertificated form will be 
credited to CREST accounts on 16 November 2009 and that definitive share 
certificates in respect of Rights Issue Shares in certificated form will be 
despatched by no later than 23 November 2009. 
 
 
In accordance with the arrangements set out in Part 6 of the Rights Issue 
prospectus dated 6 October 2009 (the "Prospectus"), RBS Hoare Govett acting as 
underwriter, will be seeking to procure subscribers for the remaining 
1,515,703 Rights Issue Shares for which valid acceptances have not been 
received, failing which RBS Hoare Govett has agreed to subscribe for those 
Rights Issue Shares. A further announcement as to the number of Rights Issue 
Shares for which subscribers have been procured will be made in due course. 
 
 
Unless otherwise defined in this announcement, capitalised terms shall have the 
meaning given to them in the Prospectus. 
 
 
 
 
Contacts 
 
 
For further information, please contact: 
 
 
Brammer plc   [phone] 
David Dunn, Chairman 
Ian Fraser, Chief Executive 
Paul Thwaite, Finance Director 
 
 
RBS Hoare Govett Limited  [phone] 
Lee Morton 
Justin Jones 
Hugo Fisher 
 
 
Citigate Dewe Rogerson  [phone] 
Martin Jackson 
Nicola Smith 
 
 
 
 
General 
 
 
This announcement (and the information contained herein) is restricted and is 
not for release, publication or distribution, directly or indirectly, in whole 
or in part, in or into or from the United States, Canada, Australia, Japan, New 
Zealand, the Republic of Ireland, 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 release, publication or distribution of this announcement and/or the 
transfer of the Rights Issue Shares in or into jurisdictions other than the UK 
may be restricted by law and therefore persons into whose possession this 
announcement or any other document in connection with the Rights Issue comes or 
to whom this announcement is released, published or distributed should inform 
themselves about and observe such restrictions. Any failure to comply with any 
such restrictions may constitute a violation of the securities laws or 
regulations of such jurisdictions. 
 
 
This announcement is an advertisement and not a prospectus and investors should 
not subscribe for or purchase any Rights Issue Shares referred to in this 
announcement except on the basis of information in the Prospectus. 
 
 
This announcement does not constitute, or form part of any offer or invitation 
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or 
issue, or any solicitation of any offer to sell, otherwise dispose of, issue, 
purchase, otherwise acquire or subscribe for, any security in the capital of the 
Company in any jurisdiction. Any decision to purchase, otherwise acquire, 
subscribe for, sell or otherwise dispose of any Rights Issue Shares should only 
be made on the basis of information contained in and incorporated by reference 
into the Prospectus which contains further details relating to the Company in 
general as well as a summary of the risk factors to which an investment in the 
Rights Issue Shares is subject. Nothing in this announcement should be 
interpreted as a term or condition of the Rights Issue. This announcement is not 
directed to, or intended for distribution or use by, any person or entity that 
is a citizen or resident or located in any locality, state, country or other 
jurisdiction where such distribution, publication, availability, or use would be 
contrary to law or regulation which would require any registration or licensing 
within such jurisdiction. In particular, this announcement is not for 
distribution in or into the United States, Australia, Canada, Japan, New 
Zealand, the Republic of Ireland, the Republic of South Africa or any other 
Excluded Jurisdiction. The information in this announcement may not be forwarded 
or distributed to any other person and may not be reproduced in any manner 
whatsoever. Any forwarding, distribution, reproduction, or disclosure of this 
announcement in whole or in part is unauthorised. Failure to comply with this 
directive may result in a violation of the securities laws or regulations of 
other jurisdictions. 
 
 
This announcement and the information contained herein is not an offer of 
securities for sale in the United States. The Rights Issue Shares have not been 
and will not be registered under the United States Securities Act 1933 (as 
amended) or under the applicable securities laws of any state or other 
jurisdiction of the United States and will not qualify for distribution under 
any of the relevant securities of any of the Excluded Jurisdictions. 
Accordingly, unless a relevant exemption from such requirements is available, 
none of the Existing Ordinary Shares or the Rights Issue Shares may be offered, 
sold, resold, taken up, exercised, renounced, transferred or delivered, directly 
or indirectly, in or into the United States or any other Excluded Jurisdiction 
or to, or for, the account or benefit of a person located in the United States 
or any other Excluded Jurisdiction. No money, securities or other consideration 
from any person inside the United States is being solicited and, if sent in 
response to the information contained in this announcement, will not be 
accepted. 
 
 
RBS Hoare Govett Limited ("RBS Hoare Govett"), which is authorised and regulated 
in the United Kingdom by the Financial Services Authority, is acting as sponsor, 
financial adviser, broker and underwriter to the Company and for no one else in 
connection with the Rights Issue and will not regard any other person (whether 
or not a recipient of this announcement) as a client in relation to the Rights 
Issue and will not be responsible to anyone other than the Company for providing 
the protections afforded to clients of RBS Hoare Govett or for providing advice 
to any such person in relation to the Rights Issue, the contents of this 
announcement, the Prospectus and the accompanying documents thereto or any 
matters or arrangements referred to herein or therein. 
 
 
Apart from the responsibilities and liabilities, if any, which may be imposed on 
RBS Hoare Govett by FSMA or the regulatory regime established thereunder, RBS 
Hoare Govett accepts no responsibility whatsoever, and makes no representation 
or warranty, express or implied, for the contents of this announcement including 
its accuracy, completeness or verification or for any other statement made or 
purported to be made by it or on behalf of it, the Company or any other person, 
in connection with the Company and the Rights Issue Shares or the Rights Issue 
and nothing in this announcement shall be relied upon as a promise or 
representation in this respect, whether as to the past or the future. RBS Hoare 
Govett accordingly disclaims all and any liability whatsoever, whether arising 
in tort, contract or otherwise (save as referred to above), which it might 
otherwise have in respect of this announcement or any such statement. 
 
 
Cautionary note regarding forward looking statements 
 
 
The statements contained in this announcement and the information referred to in 
it includes statements that are, or may be deemed to be, "forward-looking 
statements". These forward-looking statements can be identified by the use of 
forward-looking terminology, including the terms "believes", "estimates", 
"plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", 
"expects", "intends", "may", "will", "would" or "should", or in each case, their 
negative or other variations or comparable terminology. These forward-looking 
statements include all matters that are not historical facts. They appear in a 
number of places throughout this announcement and include statements regarding 
the Company's intentions, beliefs or current expectations concerning, among 
other things, the Group's result of operations, financial condition, liquidity, 
prospects, growth strategies and the industries in which the Group operates. 
 
 
By their nature, forward-looking statements involve risk and uncertainty because 
they relate to future events and circumstances. A number of factors could cause 
actual results and developments to differ materially from those expressed or 
implied by the forward-looking statements, including without limitation: 
conditions in the markets, market position of the Company, earnings, financial 
position, cash flows, return on capital, anticipated investments and capital 
expenditures, changing business or other market conditions and general economic 
conditions. These and other factors could adversely affect the outcome and 
financial effects of the plans and events described herein. Forward-looking 
statements contained in this announcement based on past trends or activities 
should not be taken as a representation that such trends or activities will 
continue in the future. None of the statements made in this paragraph in any way 
obviate the requirement that the Company complies with the Prospectus Rules, the 
Disclosure and Transparency Rules, the Listing Rules or FSMA. 
 
 
These forward-looking statements speak only at the date of this announcement. 
Except as required by the Listing Rules, the Disclosure and Transparency Rules, 
the Prospectus Rules and any law, Brammer does not have any obligation to update 
or revise publicly any forward-looking statements, whether as a result of new 
information, further events or otherwise. Except as required by the Listing 
Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any law, 
Brammer expressly disclaims any obligation or undertaking to release publicly 
any updates or revisions to any forward-looking statements contained herein to 
reflect any change in Brammer's expectations with regard thereto or any change 
in events, conditions or circumstances on which any such statement is based. In 
light of these risks, uncertainties and assumptions, the forward-looking 
statements discussed in this announcement might not occur. Prospective investors 
should specifically consider the factors identified in this announcement and the 
Prospectus which could cause actual results to differ before making an 
investment decision. 
 
 
No statement in this announcement is intended as a profit forecast or a profit 
estimate and no statement in this announcement should be interpreted to mean 
that earnings per Ordinary Share for the current or future financial years would 
necessarily match or exceed the historical published earnings per Ordinary 
Share. Prices and values of, and income from, shares may go down as well as up 
and an investor may not get back the amount invested. It should be noted that 
past performance is no guide to future performance. 
 
 
No person has been authorised to give any information or to make any 
representation other than those contained in this announcement and, if given or 
made, such information or representation must not be relied on as having been 
authorised by the Company or RBS Hoare Govett. Subject to the Listing Rules, the 
Prospectus Rules and the Disclosure and Transparency Rules, the issue of this 
announcement shall not, in any circumstances, create any implication that there 
has been no change in the affairs of the Group since the date of this 
announcement or that the information in it is correct as at any subsequent date. 
 
 
Neither the content of the Company's website (or any other website) nor the 
content of any website accessible from hyperlinks on the Company's website (or 
any other website) is incorporated into, or forms part of, this announcement. 
 
 
This announcement has been prepared for the purposes of complying with 
applicable law and regulation in the United Kingdom and the information 
disclosed may not be the same as that which would have been disclosed if this 
announcement had been prepared in accordance with the laws and regulations of 
any jurisdiction outside of the United Kingdom. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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