Peel Hunt LLP Placing of Shares in Forterra plc (1773U)

TIDMFORT

RNS Number : 1773U

Peel Hunt LLP

13 January 2017

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

13 January 2017

Placing of Shares in Forterra plc ("Forterra" or the "Company")

LSF9 Concrete II Ltd ("LSF9 Concrete"), has agreed to sell approximately 20 million ordinary shares in the Company of one penny each (the "Ordinary Shares") (the "Placing Shares") via an accelerated bookbuild through Peel Hunt LLP ("Peel Hunt") and Numis Securities Limited ("Numis").The Placing Shares represent approximately 10% of the Company's issued share capital.

Peel Hunt and Numis are acting as Joint Bookrunners in respect of the Placing, which will be launched immediately following this announcement through an accelerated bookbuild, open to certain existing and new investors. The final number of Placing Shares to be placed and the placing price will be agreed by the Bookrunners and LSF9 Concrete at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Peel Hunt and Numis.

The proceeds of the Placing are payable in cash and will be settled on a T+5 basis, and closing of the Placing is expected to occur on or about 13 January 2017. Forterra will not receive any proceeds from the Placing.

The Company's ordinary shares held by LSF9 Concrete which were not sold in the Placing are subject to a 90-day lock-up which is subject to customary exceptions and may otherwise only be waived with the consent of the Joint Bookrunners.

Market Abuse Regulation

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.

Enquiries:

   Peel Hunt LLP                                                 + 44 (0)20 7418 8914 

Alastair Rae

Sohail Akbar

Numis Securties Limited

   Jamie Loughborough                                          [phone] 

DISCLAIMER

This announcement and the information contained herein may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, or any other jurisdiction.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of LSF9 Concrete, Peel Hunt LLP, Numis Securities Limited or any of their respective affiliates.

Peel Hunt LLP and Numis Securities Limited, which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting only for the Seller in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of the Bookrunners nor for providing advice in relation to the Placing or any matters referred to in this announcement.

In connection with any offering of the Placing Shares, the Bookrunners and/or any respective affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase or sell for their own account such securities. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This information is provided by RNS

The company news service from the London Stock Exchange

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January 13, 2017 11:27 ET (16:27 GMT)