Cobham PLC Proposed Fully Underwritten Rights Issue (2999Y)

TIDMCOB

RNS Number : 2999Y

Cobham PLC

02 March 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

2 March 2017

PROPOSED FULLY UNDERWRITTEN RIGHTS ISSUE

COBHAM PLC TODAY ANNOUNCES ITS PROPOSAL TO RAISE APPROXIMATELY GBP500 MILLION BY WAY OF A FULLY UNDERWRITTEN RIGHTS ISSUE

Cobham plc ("Cobham" or the "Group") announces today its intention to conduct a fully underwritten rights issue (the "Rights Issue") to raise approximately GBP500m (gross proceeds).

The Rights Issue is fully underwritten on a standby basis by Bank of America Merrill Lynch, J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, and Barclays Bank PLC, acting through its investment bank. The Rights Issue is anticipated to be completed during the second quarter of 2017.

Enquiries:

   Cobham plc                                          [phone] 

Julian Wais, Director of Investor Relations

   Bank of America Merrill Lynch                   [phone] 

Ian Ferguson

Peter Luck

James Fleming

   J.P. Morgan Cazenove                            [phone] 

Edmund Byers

Richard Perelman

Laurene Danon

   Barclays Bank PLC                                  + 44 (0) 20 7623 2323 

Mark Astaire

Lawrence Jamieson

Cautionary Statements

This announcement is not a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer of securities or commitment to make an offer whatsoever in any jurisdiction. Any offer to acquire nil paid rights, fully paid rights or shares pursuant to the proposed rights issue will be made, and any investor should make his or her investment decision solely on the basis of the information that is contained in the final prospectus (the Prospectus) to be published by Cobham plc (Cobham or the Company) in due course in connection with the admission of ordinary shares of the Company (the Ordinary Shares) to the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc (together, Admission). Copies of the Prospectus will, following publication, be available from Cobham plc, Brook Road, Wimborne, Dorset BH21 2BJ.

This announcement contains 'forward-looking statements' with respect to the financial condition, results of operations and business of Cobham and to certain of Cobham's plans and objectives with respect to these items.

Forward-looking statements are sometimes but not always identified by their use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal', or 'estimates' (or the negatives thereof). By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or will occur in the future.

There are various factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in the economies, political situations and markets in which the Cobham operates; changes in government priorities due to programme reviews or revisions to strategic objectives; changes in the regulatory or competition frameworks in which the Cobham operates; the impact of legal or other proceedings against or which affect the Cobham; changes to or delays in programmes in which the Cobham is involved; the completion of acquisitions and divestitures and changes in commodity prices, inflation or exchange rates.

All written or verbal forward-looking statements, made in this document or made subsequently, which are attributable to Cobham or any other member of the Cobham or persons acting on their behalf, are expressly qualified in their entirety by the factors referred to above. Neither Cobham nor any other person (including BofA Merrill Lynch, J.P. Morgan Securities plc and Barclays Bank PLC) intend to update these forward-looking statements.

This announcement does not constitute or form part of, and should not be construed as, any offer, invitation, solicitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. Any purchase of nil paid rights, fully paid rights or Ordinary Shares in the proposed rights issue should be made solely on the basis of the information contained in the final Prospectus to be issued by Cobham in connection with the proposed rights issue. The information in this announcement is subject to change. This announcement is for information and background purposes only and does not purport to be full or complete.

This announcement is not and does not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The securities to which this announcement relates (the "Securities") have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or a transaction not subject to, registration under the Securities Act. There will be no public offer of the Securities in the United States. Subject to certain exceptions, the Securities may not be offered or sold in Australia, Canada, Japan or South Africa or to, of for the account or benefit of any national, resident or citizen of such countries.

The distribution of this announcement and the offering of nil paid rights, fully paid rights or Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, BofA Merrill Lynch, J.P. Morgan Securities plc or Barclays Bank PLC that would permit an offering of such nil paid rights, fully paid rights or Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such nil paid rights, fully paid rights or Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, BofA Merrill Lynch, J.P. Morgan Securities plc and Barclays Bank PLC to inform themselves about, and to observe, such restrictions.

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that underlying operating profit for the current or future financials years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit.

BofA Merrill Lynch, J.P. Morgan Securities plc and Barclays Bank PLC, each of which is authorised by the Prudential Regulation Authority (PRA) and regulated in the United Kingdom by the PRA and the UK Financial Conduct Authority (FCA), are acting exclusively for Cobham and 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 their respective clients in relation to the proposed rights issue and will not be responsible to anyone other than Cobham for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.

This announcement has been issued by Cobham and is the sole responsibility of Cobham. 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 BofA Merrill Lynch, J.P. Morgan Securities plc or Barclays Bank PLC or 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 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.

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 information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

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.

In connection with the proposed rights issue, BofA Merrill Lynch, J.P. Morgan Securities plc and Barclays Bank PLC and any of their affiliates, may take up a portion of the nil paid rights, fully paid rights or Ordinary Shares in the proposed rights issue as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such nil paid rights, fully paid rights, Ordinary Shares and other securities of Cobham or related investments in connection with the proposed rights issue or otherwise. Accordingly, references in the Prospectus, once published, to nil paid rights, fully paid rights or Ordinary Shares in the capital of Cobham 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, BofA Merrill Lynch, J.P. Morgan Securities plc, Barclays Bank PLC and any of their affiliates acting in such capacity. In addition, BofA Merrill Lynch, J.P. Morgan Securities plc, Barclays Bank PLC and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which BofA Merrill Lynch, J.P. Morgan Securities plc, Barclays Bank PLC and any of their affiliates may from time to time acquire, hold or dispose of nil paid rights, fully paid rights or Ordinary Shares. BofA Merrill Lynch, J.P. Morgan Securities plc, Barclays Bank PLC 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 02, 2017 02:01 ET (07:01 GMT)