PRICING
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.
RESULTS OF PLACING IN Costain Group Plc (THE
"COMPANY")
11th September
2024
Further to the announcement released
on 10th September 2024, ASGC Construction
L.L.C. (the "Seller") announces that it has sold an
aggregate of 41,666,666 ordinary shares of 1 pence each in the
capital of the Company (the "Placing Shares") at a price of 91 pence per
share (the "Placing Price")
through a placing to institutional investors (the "Placing"). The Placing Shares represent
approximately 14.97% of the Company's issued ordinary share
capital. On the back of strong deal momentum, the Placing was
upsized by approximately 39% from the original Placing size of 30
million ordinary shares (as announced 10 September 2024)
The aggregate gross sale proceeds
raised through the Placing are approximately £37.9m.This represents
a full exit by ASGC Construction L.L.C. of its position in the
Company.
The Company is not party to the
Placing and will not receive any proceeds from the
Placing.
The proceeds of the Placing are
payable in cash on usual settlement terms, and closing of the
Placing is expected to occur on a T+2 basis on 13th September 2024,
subject to the satisfaction or waiver of certain customary
conditions.
Following its exit ASGC Construction
L.L.C. will not be subject to the lock-up obligation announced
on 10 September 2024.
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
/ +44 20 7000
2002
Ben
Glaeser / 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IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR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
have been 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 has been or 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 were 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.
This Announcement has been issued by
and is the sole responsibility of the Seller. 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.