East Wing, Dorey Court
Admiral Park
St. Peter Port, Guernsey
FOR IMMEDIATE RELEASE:
May 4, 2007
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BREACH ANY APPLICABLE SECURITIES LAW OR REGULATION.
This announcement is an advertisement 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 European Capital Limited ("European Capital" or the "Company") today in connection with the admission of the ordinary shares in the capital of the Company to the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from European Capital's registered office.
Prospectus dated 4 May 2007 (the "Prospectus")
A copy of the above document relating to the proposed admission of the ordinary share capital of European Capital, issued and to be issued, to listing on the Official List of the Financial Services Authority and to trading on the London Stock Exchange's main market for listed securities has been submitted to the UK Listing Authority. The Prospectus will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
United Kingdom
Enquiries to:
European Capital Limited
+1 (301) 951-6122
John Erickson, CFO American Capital
Tom McHale, SVP Finance American Capital
The contents of this announcement, which has been issued by European Capital and is the sole responsibility of European Capital, has been approved by JPMorgan Cazenove solely for the purpose of section 21 of the Financial Services and Markets Act 2000, as amended.
Citi, JPMorgan Cazenove and Merrill Lynch, each of which is authorised and regulated in the UK by the Financial Services Authority, are advising European Capital and no one else in connection with the Offer, the contents of this announcement and any matter referred to herein, and will not be responsible to anyone other than European Capital for providing the protections afforded to the respective customers of Citi, JPMorgan Cazenove and Merrill Lynch nor for providing any advice in relation to the Offer, the contents of this announcement or any matters referred to herein.
This announcement is an advertisement 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. Copies of the Prospectus will, following publication, be available from the offices of JPMorgan Cazenove at 20 Moorgate, London EC2R 6DA and at the registered office of European Capital at First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ.
This announcement (or any part of it) and the information contained herein is not to be reproduced, published, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where such reproduction or distribution would be unlawful, and does not constitute, or form part of, an offer of securities for sale into the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.
The shares to be offered in the Offer have not been, and will not be, registered under the US Securities Act of 1933, as amended, or under the US Securities Exchange Act of 1934, as amended, or with any securities regulatory authority of any state or other jurisdiction in the US for offer or sale as part of their distribution and may not be offered or sold in the US except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. There will be no public offering of the securities in the United States.
Securities in European Capital have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa.
The Offer and the distribution of this announcement and other information in connection with the Offer 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.
The price and value of, and income from, shares may go down as well as up. Potential investors should consult a professional adviser as to the suitability of the Offer for the individual concerned.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities and any purchase of or application for securities of the Company pursuant to the Offer should only be made on the basis of the information contained in the Prospectus. This announcement does not constitute a recommendation concerning the Offer. The price and value of securities may go down as well as up. Persons needing advice should contact a professional adviser.
This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will', or 'should' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding European Capital's intentions, beliefs or current expectations concerning, among other things, European Capital's results of operations, financial condition, liquidity, prospects, growth and strategies.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, the factors to be described in the risk factors section of the Prospectus and the factors to be described in the operating and financial review section of the Prospectus.
Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement reflect European Capital's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to European Capital's operations, results of operations, growth strategy and liquidity. Save as required by law or by the Listing Rules, Disclosure and Transparency Rules or Prospectus Rules of the Financial Services Authority, European Capital undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.
In connection with the Offer, Citi, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by law, over allot or effect other transactions intended to enable it to satisfy any over allotments or which stabilise, maintain or otherwise affect the market price of Ordinary Shares in the Company or any options, warrants or rights with respect to, or interest in, the Ordinary Shares or other securities of the Company, in each case at levels which might not otherwise prevail in the open market. The stabilising manager is not required to enter into such transactions and such transactions may be effected on the London Stock Exchange and any other securities market, over the counter market or otherwise. Such transactions, if commenced, may be discontinued at any time and may only be entered into between commencement of conditional trading of the Ordinary Shares on the London Stock Exchange and thirty days thereafter. In connection with the Offer, the stabilising manager may, for stabilisation purposes, over allot Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Offer. For the purposes for allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the stabilising manager has entered into the Over-allotment Option with the Company pursuant to which the stabilisation manager may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Offer at the Offer Price. The Over-allotment Option may be exercisable in whole or in part, upon notice by the stabilisation manager, at any time on or before the thirtieth day after the commencement of conditional trading of the Shares on the London Stock Exchange.
Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance.
Stabilisation/FSA
