TIDMBREE
RNS Number : 1435Z
Breedon Group PLC
11 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
11 May 2023
BREEDON GROUP PLC
Publication of Prospectus
Further to its announcements made on 8 March 2023, 29 March 2023
and 26 April 2023, Breedon Group plc (the "Company" and together
with its subsidiaries, "Breedon" or the "Group") is pleased to
announce the publication of a prospectus (the "Prospectus") in
relation to the proposed admission of the ordinary shares of the
new holding company of the Group, incorporated in England and Wales
("New Breedon" and the "New Breedon Shares") to listing on the
premium listing segment of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the Main Market of
the London Stock Exchange ("Admission").
Subject to the various conditions set out in Part 2 of the
Scheme Document published by the Company on 29 March 2023 (the
"Scheme Document"), it is expected that: (i) the Scheme will become
effective on 16 May 2023; (ii) Admission will take place at 8.00
a.m. on 17 May 2023; and (iii) the admission of the Company's
ordinary shares to trading on AIM will be cancelled by 8.00 a.m. on
17 May 2023. The last day of trading of the Company's ordinary
shares on AIM is therefore expected to be 16 May 2023.
New Breedon is not offering any New Breedon Shares nor any other
securities in connection with the proposed Admission. Following
Admission and the Scheme becoming effective, the Company's ordinary
shares will no longer be registered with their existing ISIN of
JE00B2419D89. The New Breedon Shares will instead be registered
with the ISIN GB00BM8NFJ84. New Breedon's ticker symbol will
continue to be BREE.
The Company's shareholders should consult their own tax advisers
as to the tax implications of the proposed move to the Main
Market.
The Prospectus has been approved by the FCA and will shortly be
available to view on Breedon's website
https://www.breedongroup.com/investors/aim-to-main . A copy of the
Prospectus will be submitted to the National Storage Mechanism and
will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Upon the Scheme becoming effective, Breedon Shareholders will
receive one New Breedon Share for every five Breedon Shares held at
the Scheme Record Time (provided that any fraction of a New Breedon
Share shall be disregarded). It is expected that, at Admission, New
Breedon's issued ordinary share capital will be up to 338,905,147
New Breedon Shares.
Timetable(1)
Sanction Hearing (to sanction 9.00 a.m. on 16 May 2023
the Scheme)
Scheme Record Time 6.00 p.m. on 16 May 2023
----------------------------
Last day of dealings in, and 16 May 2023
for the registration of transfers
of, and disablement in CREST
of, Breedon Shares on AIM
----------------------------
Effective Date 16 May 2023(2)
----------------------------
Cancellation of admission to by 8.00 a.m. on 17 May 2023
trading of Breedon Shares on
AIM
----------------------------
Admission of New Breedon Shares 8.00 a.m. on 17 May 2023
to listing on the premium listing
segment of the Official List
and to trading on the Main
Market and commencement of
dealings
----------------------------
Crediting of New Breedon Shares 8.00 a.m. on 17 May 2023
to CREST accounts
----------------------------
Share certificates for New by 1 June 2023
Breedon Shares expected to
be despatched within 10 Business
Days of Admission
----------------------------
Long Stop Date 30 June 2023(3)
----------------------------
1. These dates may be subject to change.
2. Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Jersey Registrar of
Companies. This is presently expected to occur on 16 May 2023,
subject to satisfaction or (where capable of waiver), waiver of the
Conditions.
3. This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Breedon and New Breedon may agree (and as the Court
may allow, should such approval be required).
Enquiries:
Breedon Group plc +44 (0) 1332 694010
Rob Wood, Chief Executive Officer
James Brotherton, Chief Financial Officer
Louise Turner-Smith, Head of Investor Relations +44 (0) 7860 911909
+44 (0) 207 634
Moelis (Financial Adviser to Breedon) 3500
Mark Aedy, Daniel Muldoon, Andrew Welby
+44 (0) 20 7260
Numis (Sponsor, NOMAD and joint broker) 1000
Ben Stoop, Oliver Hardy (NOMAD)
+44 (0) 20 7991
HSBC (Joint broker) 8888
Sam McLennan, Joe Weaving
+44 (0) 20 3128
MHP (Public relations adviser) 8193
Reg Hoare, Rachel Farrington, Charles Hirst breedon@mhpgroup.com
About Breedon Group plc
Breedon Group plc, a leading vertically-integrated construction
materials group in Great Britain and Ireland, delivers essential
products to the construction sector. Breedon holds 1bn tonnes of
mineral reserves and resources with long reserve life, supplying
value-added products and services, including specialty materials,
surfacing and highway maintenance operations, to a broad range of
customers through its extensive local network of quarries,
ready-mixed concrete and asphalt plants.
The Group's two well-invested cement plants are actively engaged
in a number of carbon reduction practices, which include utilising
alternative raw materials and lower carbon fuels. Breedon's 3,700
colleagues embody our commitment to 'Make a Material Difference' as
the Group continues to execute its strategy to create sustainable
value for all stakeholders, delivering growth through organic
improvement and acquisition in the heavyside construction materials
market.
Important information
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
as ascribed to them in the Scheme Document.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements" (including words such as
"believe", "expect", "estimate", "intend", "anticipate" and words
of similar meaning). By their nature, forward-looking statements
involve risk and uncertainty since they relate to future events and
circumstances, and actual results may, and often do, differ
materially from any forward-looking statements. Any forward-looking
statements in this announcement reflect management's view with
respect to future events as at the date of this announcement. Save
as required by applicable law, the Company undertakes no obligation
to publicly revise any forward-looking statements in this
announcement, whether following any change in its expectations or
to reflect events or circumstances after the date of this
announcement.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, shares in the
Company or New Breedon in any jurisdiction. The distribution of
this announcement outside the UK may be restricted by law. No
action has been taken by the Company or New Breedon that would
permit possession of this announcement in any jurisdiction outside
the UK where action for that purpose is required. Persons outside
the UK who come into possession of this announcement should inform
themselves about the distribution of this announcement in their
particular jurisdiction.
This announcement is not an offer of securities for sale in the
United States. The New Breedon Shares have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States except pursuant to
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Breedon Shares
issued pursuant to the Scheme are expected to be issued in reliance
upon the exemption from the registration requirements of the US
Securities Act provided by section 3(a)(10) thereof based on the
Court's sanctioning of the Scheme. Scheme Shareholders who will be
affiliates of New Breedon after the Effective Date will be subject
to certain US transfer restrictions relating to the New Breedon
Shares received pursuant to the Scheme.
The Scheme has not been and will not be approved or disapproved
by the Securities and Exchange Commission, any state's securities
commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits or the fairness of the Scheme nor upon the accuracy or
adequacy of the Scheme Document or the Prospectus. Any
representation to the contrary is a criminal offence in the United
States.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company as NOMAD and joint broker and New Breedon as
Sponsor and no one else in connection with the Scheme or Admission
and it will not regard any other person as a client in relation to
Scheme or Admission and will not be responsible to anyone other
than the Company and New Breedon for providing the protections
afforded to its clients or for providing advice in relation to the
Scheme or Admission or any other transaction, matter, or
arrangement referred to in this announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority (the "PRA") in the United Kingdom and
regulated in the United Kingdom by the PRA and the FCA, is acting
exclusively as joint broker to the Company and no one else and it
will not regard any other person as a client in relation to the
Scheme or Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients and will not be responsible for providing advice in
relation to the Scheme or Admission or any other transaction,
matter, or arrangement referred to in this announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. 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 Numis,
HSBC or by any of their affiliates, directors, officers, employees,
advisers 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.
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END
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(END) Dow Jones Newswires
May 11, 2023 07:56 ET (11:56 GMT)
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