Publication of combined circular and prospectus
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE PEOPLE'S REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.
28 July 2021
("Esken", the "Company" or the "Group")
PUBLICATION OF COMBINED CIRCULAR AND PROSPECTUS
The combined circular and prospectus of Esken dated 28 July 2021 (the "Prospectus") relating to the proposed Firm Placing and Placing and Open Offer announced on 27 July 2021 and proposed investment in London Southend Airport announced on 2 July 2021 has been approved by the Financial Conduct Authority and has been published.
The Prospectus contains a notice convening a general meeting to be held on 17 August 2021 and shareholders will shortly be sent a copy of the Prospectus or notification of the availability of the Prospectus.
The Prospectus will be available to view on the website of the Company , www.esken.com/investors. The Prospectus is not, subject to certain exceptions, available (whether through the Company's website or otherwise) to shareholders in the United States or any of the Excluded Territories.
A copy of the Prospectus has been submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement of the Proposed Firm Placing and Placing and Open Offer.
For further information, please contact:
C/O Tulchan Communications
Charlie Geller, Communications Director
Canaccord Genuity Limited (Joint Sponsor, Joint Bookrunner and Joint Global Co-ordinator)
+44 20 7523 8000
Adam James / Andrew Potts / Patrick Dolaghan
UBS AG London Branch (Joint Sponsor, Joint Bookrunner and Joint Global Co-ordinator)
+44 207 567 8000
David James / Peter Mackie
Alex Bloch / Tom Snowball
+44 207 353 4200
Olivia Peters / David Allchurch
This announcement including the appendices and the information contained in it has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement. Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Transaction.
Copies of the Prospectus when published will be available on the Company's website at www.esken.com. 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. The Prospectus will provide further details of the New Shares being offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Shares, Open Offer Entitlements and Excess Open Offer Entitlements have not been and will not be registered under the US Securities Act of 1933, as amended (the "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. There will be no offer of the New Shares in the United States. None of the New Shares, Open Offer Entitlements, Excess Open Offer Entitlements, this announcement or any other document connected with the Capital Raise has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any US regulatory authority, nor have any of the foregoing authorities has passed upon or endorsed the merits of the offering of the New Shares, Open Offer Entitlements, or Excess Open Offer Entitlements or the accuracy or adequacy of this announcement or any other document connected with the Capital Raise. Any representation to the contrary is a criminal offence in the United States.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell, allot or issue, or any offer or invitation to purchase or subscribe for, New Shares, or to take up any entitlements to New Shares, in any jurisdiction or any solicitation to purchase or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Japan, the People's Republic of China or the Republic of South Africa (the "Excluded Territories") or in any jurisdiction to whom or in which such offer or invitation is unlawful, nor does the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to such securities, the Company or otherwise.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, this announcement, the Prospectus (once published) and the Application Forms (once printed) should not be distributed, forwarded to or transmitted in or into any Excluded Territory.
Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raise. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Notice to all investors
Canaccord Genuity Limited ("Canaccord") is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. UBS AG London Branch ("UBS" and together with Canaccord, the "Joint Bookrunners") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland, and it is authorised by the Prudential Regulation Authority ("PRA") and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom.
Canaccord and UBS are each acting exclusively for the Company and no one else in connection with the Capital Raise or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raise and/or any other matter 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 the Joint Bookrunners or by any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either Joint Bookrunner or any of their respective affiliates in connection with the Company, the New Shares or the Capital Raise and any responsibility therefor is expressly disclaimed. The Joint Bookrunners and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by either Joint Bookrunner or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus and the Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Canaccord and UBS.
In connection with the Capital Raise, the Joint Bookrunners may release communications to the market as to the extent to which the book is "covered". A communication that a transaction is, or that the books are, "covered" refers to the position of the order book at that time. It is not an assurance that the books will remain covered, that the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the securities will be fully distributed by the Joint Bookrunners.
In connection with the Capital Raise, each of their Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may take up a portion of the shares in the Capital Raise as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus to the Shares 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, the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions.