RCS - Redburn (Europe) Ltd - SECONDARY PLACING OF SHARES IN COSTAIN GROUP PLC

Rothschild & Co SCAAnnouncement

10/09/2024 18:00

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RNS Number : 6340D  Redburn (Europe) Limited  10 September 2024

LAUNCH Announcement

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PROPOSED PLACING OF APPROXIMATELY 30,000,000 ORDINARY SHARES IN COSTAIN GROUP
PLC (THE "COMPANY")

10(th) September 2024

ASGC Construction L.L.C. (the "Seller") announces its intention to sell
approximately 30,000,000 ordinary shares of 1 pence each in the capital of
the Company (the "Placing Shares") through a placing to institutional
investors (the "Placing"). The Placing Shares represent approximately 10.8% of
the Company's issued ordinary share capital.

The price per Placing Share and the final number of Placing Shares to be
placed will be determined by way of an accelerated bookbuilding process. The
bookbuilding period will commence immediately following this announcement, and
may close at any time on short notice. The results of the Placing will be
announced as soon as practicable thereafter. The Placing is subject to demand,
price and market conditions.

The Company is not party to the Placing and will not receive any proceeds from
the Placing.

The Seller will be locked up in respect of its residual holding for a period
of 90 days post settlement of the Placing.

Redburn (Europe) Limited ("Redburn Atlantic") is acting as sole bookrunner in
connection with the Placing (the "Manager").

The Placing Shares rank pari passu in all respects with the Company's voting
ordinary shares.

For further information, please contact:

Redburn Atlantic

Aisling Meany/ Aisling.Meany@redburnatlantic.com
(mailto:Aisling.Meany@redburnatlantic.com) / +44 20 7000 2002

Ben Glaeser / Ben.Glaeser@redburnatlantic.com
(mailto:Ben.Glaeser@redburnatlantic.com) / +44 20 7000 2015

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
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 or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.

No action has been taken by the Seller, Redburn Atlantic or any of their
respective affiliates, or any person acting on its or their behalf 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.
Persons into whose possession this Announcement comes are required by the
Seller and Redburn Atlantic to inform themselves about, and to observe, such
restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

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
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, 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. Accordingly, the Placing Shares will
be offered and sold  outside of the United States in "offshore transactions"
(as such term is defined in Regulation S under the Securities Act ("Regulation
S")) pursuant to Regulation S and otherwise in accordance with applicable
laws. No public offering of the Securities will be made in the United States
or elsewhere.

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

This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

Certain statements contained in this Announcement may constitute
"forward-looking statements". Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. No representation or warranty is
made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Seller, Redburn Atlantic, their respective affiliates and any person
acting on their behalf each 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 FCA or the London Stock Exchange.

Redburn Atlantic is authorised and regulated in the United Kingdom by the FCA.
Redburn Atlantic is acting exclusively for the Seller and no one else in
connection with the Placing, the contents of this Announcement or any other
matters described in this Announcement. Redburn Atlantic will not regard any
other person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone other than the Seller for providing the protections
afforded to its clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any other matters
referred to 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 Redburn Atlantic or by any of its affiliates or any person acting on its or
their behalf 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.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary

shares have been bought or sold in the past cannot be relied upon as a guide
to future performance. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide to future
performance. This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. The contents of this Announcement
are not to be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult their or its own legal
adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

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 the United Kingdom.

 

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