22 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA OR TO US PERSONS
THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY ELECTRA PRIVATE EQUITY INVESTMENTS PLC IN CONNECTION WITH THE PROPOSED PLACING
Electra Private Equity plc (“Electra”) announces that its new wholly-owned subsidiary, Electra Private Equity Investments PLC (the "Company") has today published its pathfinder prospectus (the “Pathfinder”) in connection with the institutional cash placing (a "Placing") to raise gross proceeds of up to £60 million by the issue of 7 year term Zero Dividend Preference Shares ("ZDP Shares") as announced on 20th July 2009.
The Placing and the Pathfinder are only being directed at and made available to certain limited institutional investors. Neither the Pathfinder nor the Placing are being made available to the public.For further information, please contact:
J.P. Morgan Cazenove Limited
Michael Wentworth-Stanley/William Simmonds Tel: + 44 (0)20 7588 2828
For Electra Private Equity PLC and Electra Partners LLP
Louise Hatch, M:Communications Tel: + 44 (0)20 7153 1516
Caroline Villiers, M:Communications Tel: + 44 (0)20 7153 1521PROSPECTUS
Copies of the prospectus can be obtained, once available, subject to all applicable law, at no cost from the registered office of the Company, at Paternoster House, 65 St Paul's Churchyard, London EC4M 8AB, and the registered office of Clifford Chance LLP, at 10 Upper Bank Street, London E14 5JJ.IMPORTANT INFORMATION
J.P. Morgan Cazenove Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company and Electra and no-one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company and Electra for providing the protections afforded to its clients, or for providing advice in relation to the Placing, the contents of this announcement or any other matter referred to herein.
This announcement and the Pathfinder are for information purposes only and do not constitute an invitation to subscribe for or otherwise acquire or dispose of any securities of the Company or Electra in any jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or the Pathfinder or their accuracy or completeness. This announcement and the Pathfinder do not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.
Acquiring investments to which this announcement relates may expose an investor to a risk of losing all of the amount invested. Persons considering investing in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares (including zero dividend preference shares) can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.
The Pathfinder is being distributed only to and is directed only at: (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order
”); or (b) other persons to whom it may otherwise lawfully be communicated (all such persons together referred to as “relevant persons
”). Any person who is not a relevant person should not act or rely on the Pathfinder or any of its contents. Any investment or investment activity to which the Pathfinder relates is available only to relevant persons and will be engaged in only with relevant persons.
Allocations in the Placing will only be made available to institutional investors in the UK and elsewhere outside the US in reliance on Regulation S under the US Securities Act of 1933.
This announcement, the Pathfinder (or any part of it) and the information contained herein and therein are not for publication, distribution, reproduction or release in or into, directly or indirectly, the United States of America. These materials do not contain or constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under that Act or an available exemption from it. The Company does not intend to register the securities or conduct a public offering in the United States. Neither the Company nor Electra will be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.
No securities issued or to be issued by the Company or Electra have been or will be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, such securities may not be offered or sold in Australia, Canada or Japan.
The Placing and the distribution of this announcement and the Pathfinder in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.