Result of Open Offer

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.  IT IS NOT A CIRCULAR, A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.  INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY TOROTRAK PLC IN CONNECTION WITH THE PROPOSED FUNDRAISING AND ACQUISITION.

Torotrak plc

(“Torotrak”, the “Company” or the “Group”)

Result of Open Offer

Torotrak (LSE: TRK), a leading developer and supplier of emissions reduction and fuel efficiency technology for vehicles, is pleased to announce that it has received valid applications (including applications received under the Excess Application Facility) from Qualifying Shareholders in respect of 19,355,789 Open Offer Shares, representing approximately 87.34 per cent. of the Open Offer Shares available pursuant to the Open Offer.

The 2,806,030 Open Offer Shares not applied for by Qualifying Shareholders under the Open Offer will be taken up by Placees under the terms of the Placing.

The Open Offer and the Subscription, together with the Firm Placing and the Acquisition, remain conditional upon, respectively, the passing of the Open Offer Resolutions, the Firm Placing Resolutions and the Acquisition Resolution at the General Meeting of the Company to be held at 11.00 a.m. on 8 January 2014.

In addition, the Firm Placing and the Open Offer remain conditional upon the Placing Agreement becoming unconditional in all respects and Admission.  Application has been made to the FCA for the 96,725,878 New Ordinary Shares (being the Firm Placed Shares, the Open Offer Shares the Subscription Shares and the Consideration Shares) to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities.  It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 9 January 2014.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.

Capitalised terms used in this announcement have the same meanings given to them in the prospectus published by the Company on 13 December 2014.

Jeremy Deering, Chief Executive of Torotrak, said: “We sought to ensure that all our shareholders, including our loyal private shareholders, could participate in this fund raise. I am delighted that our shareholders have supported the Open Offer and the Company in such a positive manner.”

For more information, please contact:

Torotrak plc

Jeremy Deering, Chief Executive / Rex Vevers, Finance Director

Tel: +44 1772 900931
Charles Stanley Securities  (sponsor, financial adviser and joint broker to Torotrak)

Marc Milmo / Karri Vuori / Carl Holmes

Tel: +44 20 7149 6000
N+1 Singer  (joint broker to Torotrak)

Andrew Craig / Ben Wright

Tel: +44 20 7496 3000
Tavistock Communications  (financial PR)

Simon Hudson / Lulu Bridges / James Collins

Tel: +44 20 7920 3150 or +44 (0)7966 477256

 

IMPORTANT NOTICE

This announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

Neither the content of the Company’s website nor any website accessible by hyperlinks to the Company’s website is incorporated in, or forms part of, this announcement.  The distribution of this announcement, the Prospectus and any other documentation associated with the Proposals into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Japan or Australia or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each an “Excluded Territory”).

No action has been taken by the Company or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States.  The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this announcement.  Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Excluded Territory and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements.  There will be no public offer of New Ordinary Shares in Canada, Japan, or Australia.

This announcement is for information purposes only and 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 any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares.  In particular, this announcement 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.

This announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Charles Stanley Securities or N+1 Singer.  Subject to the UKLA Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Proposals or any matters referred to in this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Proposals or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Charles Stanley Securities or N+1 Singer by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Charles Stanley Securities or N+1 Singer accepts any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by them, or on their behalf, in connection with the Company or the New Ordinary Shares or the Proposals, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future.  Charles Stanley Securities or N+1 Singer accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.