
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
RESULT OF SECONDARY SHARE SALE
Further to the announcement released on
Tirlán intends to use the proceeds from the Equity Placement to finance the concurrent repurchase of its outstanding
The Equity Placement Shares represent approximately 7% of the Company's share capital. Tirlán will hold approximately 43,549,029 ordinary shares in the Company following completion.
The Issuer has agreed to a lock-up in respect of its shares in the Company ending 90 days after the settlement date of the Equity Placement, subject to waiver by the Joint Bookrunners.
The trade date for the Equity Placement will be
Enquiries:
Goodbody (Joint Global Coordinator and Joint Bookrunner) |
+353 1 667 0420 |
Davy (Joint Global Coordinator and Joint Bookrunner) |
+353 1 679 7788 |
Rabobank-Kepler Cheuvreux (Joint Bookrunner) Equity Primary Desk (equityprimary@keplercheuvreux.com) |
+33 1 53 65 20 57 |
IMPORTANCE NOTICE
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to purchase, subscribe for or otherwise acquire the Equity Placement Shares in
No prospectus or other offering document has been or will be submitted to any regulatory authority in relation to the Equity Placement and the commitments of investors or placees procured by the Joint Bookrunners will be made solely on the basis of publicly-available information. No action has been taken by any person that would permit an offering of the Equity Placement Shares or the distribution of any offering material relating to the Equity Placement Shares in any jurisdiction where action for that purpose is required. Accordingly, the Equity Placement Shares are not being and may not be offered, sold, resold or delivered, directly or indirectly, in or into any such jurisdiction. This announcement has been provided for your information and is subject to amendment. Neither this announcement nor anything contained herein, shall form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.
This is not an offer to sell, nor a solicitation of an offer to buy and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract.
The information in this announcement does not purport to be comprehensive and has not been independently verified by the Joint Bookrunners, any of their respective group undertakings or affiliates or any of their respective members, directors, officers, employees, agents or affiliates. 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 any Joint Bookrunners or by any of their respective members, directors, officers, employees, agents or affiliates as to or in relation to the accuracy, completeness, correctness or sufficiency of this announcement, or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed. The information contained in this announcement is subject to change without notice and may not contain all material information relating to the products, investment and transaction referred to herein. None of Tirlán, the Joint Bookrunners nor any of their respective group undertakings or affiliates give any undertaking to provide the recipient with access to any additional information or to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent, and it reserves the right, without giving reasons, at any time and in any respect to amend or terminate the proposals described herein.
Any prospective investor in the Equity Placement Shares referred to in this announcement should proceed on the assumption that it must bear the economic risk of an investment in the Equity Placement Shares. None of Tirlán, the Company or the Joint Bookrunners makes any representation as to (i) the suitability of the Equity Placement Shares for any particular investor, (ii) the appropriate accounting treatment and potential tax consequences of investing in the Equity Placement Shares or (iii) the future performance of the Equity Placement Shares either in absolute terms or relative to competing investments.
Copies of this announcement are not being, and must not be, mailed, or otherwise forwarded, distributed or sent in, into or from
Each of
Coöperatieve Rabobank U.A. has its statutory seat in
Potential investors who are in any doubt about the contents of this announcement should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.
EEA Restrictions and Deemed Investor Representations
This announcement, as it relates to the Equity Placement, and the Equity Placement when made, are only addressed to, and directed in, member states of the European Economic Area (the "EEA") (each, a "Member State"), at persons who are "qualified investors" within the meaning of Regulation 2017/1129, as amended (the "EU Prospectus Regulation") ("
This announcement, as it relates to the Equity Placement, and the Equity Placement when made, are only addressed to, and directed in, the
In addition, in the
Canada Selling Restrictions and Deemed Investor Representations
This announcement, as it relates to the Equity Placement, and the Equity Placement when made, are only addressed to purchasers purchasing, or deemed to be purchasing, as principal that are
Tirlán and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements, and agreements.
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