Ultra Electronics Holdings PLC Results of Placing (4521K)

TIDMULE

RNS Number : 4521K

Ultra Electronics Holdings PLC

07 July 2017

7 July 2017

THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

Ultra Electronics Holdings plc ("Ultra")

Results of Placing

Ultra is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 7,047,168 ordinary shares of 5 pence each in Ultra (the "Placing Shares") have been placed by Investec at a price of 1,950 pence per Placing Share, raising gross proceeds of approximately GBP137.4m. The Placing Shares being issued represent approximately 9.9% of Ultra's issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 5 pence each in the capital of Ultra including the right to receive all future dividends and distributions declared, made or paid.

Application will be made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8am on 11 July 2017 and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

For further information contact:

 
 Ultra Electronics Holdings 
  plc                                  [phone] 
 Rakesh Sharma, Chief Executive 
 Amitabh Sharma, Group Finance 
  Director 
  Susan McErlain, Corporate 
  Affairs Director 
 
 Investec Bank plc (Sole Bookrunner 
  and Broker)                          [phone] 
 Christopher Baird / Keith 
  Anderson / Carlton Nelson 
 
 RBC (Financial Adviser)               [phone] 
 Mark Preston / Paul Betts 
  / Louise Melikian 
 
 Guggenheim Securities (Financial 
  Adviser)                             [phone] 
 
 Jon Huerta / Drew Heimlich 
 
 MHP Communications                    [phone] 
 
 James White 
 
 

About Ultra

Ultra Electronics is an internationally successful defence, security, transport and energy company with a long track record of development and growth. The Ultra Group manages a portfolio of specialist capabilities generating innovative solutions to customer needs. Ultra applies electronic and software technologies in demanding and critical environments ranging from military applications, through safety-critical devices in aircraft, to nuclear controls and sensor measurement. These capabilities have seen the Ultra Group's highly-differentiated products contributing to a large number of platforms and programmes.

Ultra has world-leading positions in many of its specialist capabilities and, as an independent, non-threatening partner, is able to support all of the main prime contractors in its sectors. As a result of such positioning, Ultra's systems, equipment or services are often mission or safety-critical to the successful operation of the platform to which they contribute. In turn, this mission-criticality secures Ultra's positions for the long-term which underpins the superior financial performance of the Ultra Group.

Ultra offers support to its customers through the design, delivery and support phases of a programme. Ultra businesses have a high degree of operational autonomy where the local management teams are empowered to devise and implement competitive strategies that reflect their expertise in their specific niches. The Ultra Group has a small head office and executive team that provide to the individual businesses the same agile, responsive support that they provide to customers, as well as formulating Ultra's overarching, corporate strategy.

Across the Ultra Group's three divisions, Ultra operates in the following eight market segments:

 
 -- Aerospace        -- C2ISR 
 -- Land             -- Nuclear 
 -- Communications   -- Infrastructure 
 -- Maritime         -- Underwater 
                      Warfare 
 

IMPORTANT NOTICES

No action has been taken by Ultra or Investec or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION CONTAINED IN THEM IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, HONG KONG, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. Any offering of the Placing Shares in the United States will be made to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act, pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities is being made in the United States. 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.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa.

All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Ultra's or Sparton's operations and potential synergies resulting from the acquisition by Ultra of Sparton; and (iii) the effects of government regulation on Ultra's or Sparton's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause Ultra's or Sparton's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of Ultra's or Sparton's financing arrangements, foreign currency rate fluctuations, competition in Ultra's or Sparton's principal markets, acquisitions or disposals of businesses or assets and trends in Ultra's and/or Sparton's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Ultra, the Ultra Directors and Investec expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules or the Disclosure Guidance and Transparency Rules of the FCA, the rules of the London Stock Exchange or the FCA.

Investec Bank plc ("Investec") and RBC Europe Limited ("RBC") are authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority and are acting exclusively for Ultra and no one else in connection with the Acquisition, the Placing, the content of this Announcement and other matters described in this Announcement. Investec and RBC will not regard any other person as its client in relation to the Acquisition, the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placees) other than Ultra for providing the protections afforded to its clients or for providing advice to any other person in relation to the Acquisition, the Placing, the content of this Announcement or any other matters referred to in this Announcement.

Guggenheim Securities, LLC ("Guggenheim Securities"), a broker dealer registered with the United States Securities and Exchange Commission and a member of the U.S. Financial Industry Regulatory Authority, has been engaged by Ultra as its financial advisor in connection with the Acquisition. Guggenheim Securities is not acting for Ultra or anyone else in connection with the Placing or any other matter described in this Announcement. Guggenheim Securities will not regard any person other than Ultra as its client in relation to the Acquisition, will not regard any person (including any placees) as its client in relation to the Placing or any other matter described in this Announcement and will not be responsible for providing advice or any of the protections afforded to its clients to any person other than Ultra in relation to the Acquisition or to any person in relation to the Placing or any other matter described in this Announcement.

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 Investec or by any of its 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, and any liability therefore is expressly disclaimed.

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Ultra Group, the Sparton group or the combined group (following the acquisition by Ultra of Sparton), as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Ultra Group, the Sparton group or the combined group, as appropriate.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of Ultra's website (or any other website) nor the content of any website accessible from hyperlinks on Ultra's website (or any other website) is incorporated into or forms part of this Announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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July 07, 2017 05:45 ET (09:45 GMT)