Ascential plc - Announcement of Offer Price - Offer Price set at 200 pence
9 February 2016
Ascential PLC Announcement of Offer Price
Regulatory News Service
09 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority (the "FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into or from the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Ascential plc (the "Company") later today, 9 February 2016, in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will, following its publication, be available at the Company's registered office at The Prow, 1 Wilder Walk, London W1B 5AP and on the Company's website at www.ascential.com.
Announcement of Offer Price
Offer Price set at 200 pence
Ascential plc ("Ascential" or the "Company"), the international business-to-business media company, today announces the successful pricing of its initial public offering (the "Offer" or "IPO") at 200 pence per Share (the "Offer Price"). Based on the Offer Price, the indicative market capitalisation of the Company at the commencement of conditional dealings today will be approximately GBP800 million.
-- The Offer comprises 139,950,000 Shares representing 35% of the Company's issued share capital on Admission (assuming no exercise of the Over-allotment Option)
-- The Company is raising approximately GBP183.2 million of net proceeds in the Offer, after deducting the underwriting costs and other fees and expenses of the Offer.
-- The Selling Shareholders (comprising Eden Debtco 2 S.à r.l., (an entity owned by funds advised by Apax Partners LLP), Guardian Media Group PLC ("GMG") and an entity selling Shares on behalf of certain members of the Company's management team), will receive total gross proceeds of GBP80 million pursuant to the Offer.
-- Eden Debtco 2 S.à r.l.and GMG (collectively, the "Over-allotment Shareholders") have granted BofA Merrill Lynch, as stabilising manager, the Over-allotment Option over up to 20,992,500 Shares, representing 15% of the Shares comprised in the Offer. If the Over-allotment Option were exercised in full, the incremental gross proceeds raised by the Over-allotment Shareholders would be approximately GBP42 million.
-- At Admission, the Company will have 400,000,000 Shares in issue.
-- Conditional dealings in the Shares will commence on the London Stock Exchange at 8.00 a.m. today under the ticker "ASCL" (registered with ISIN number: GB00BYM8GJ06)
-- Admission to the premium segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange, and the commencement of unconditional dealings in the Shares on the London Stock Exchange, are expected to take place at 8.00 a.m. on 12 February 2016. All dealings in Shares prior to the commencement of unconditional dealings will be on a 'when issued' basis and will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned.
-- The New Shares to be issued pursuant to the Offer will, following Admission, rank pari passu in all respects with each other and with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid in respect of the Shares after Admission.
-- Subject to satisfying the appropriate criteria, the Company may be eligible, following completion of the Offer, for inclusion in the FTSE UK Index Series at the quarterly review in June 2016.
-- Subject to certain customary exceptions, a lock-up period will be in place following Admission for the Company (180 days), the Directors (360 days) and GMG, Eden Debtco 2 S.à r.l. and other entities owned by funds advised by Apax Partners LLP (180 days) prohibiting the further sale of Shares without the prior written consent of the Joint Global Coordinators.
-- In relation to the Offer and Admission, BofA Merrill Lynch and Goldman Sachs are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors, with BNP Paribas, Deutsche Bank and Numis Securities acting as Joint Bookrunners and Moelis acting as Financial Adviser to GMG
-- Full details of the Offer will be included in the Prospectus, expected to be published and available on the Company's website later today.
Duncan Painter, Chief Executive Officer of Ascential said:
"I am very pleased with the response we have received from investors towards our company, our products and our IPO. This recognition stands as testament to the hard work of our people, each of whom can take pride in the industry leading company they have helped to build. As we move forward as a listed company, our focus will not change. We will continue to put our customers first, supporting them with market leading products specifically designed to help them secure their own growth and success."
FTI Consulting (Public Relations Advisers to
Ascential): +44 (0) 20 3727 1000
Matt Dixon, Chris Lane, Ed Bridges
Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors
BofA Merrill Lynch: +44 (0) 20 7628 1000
Peter Luck, Antonin Baladi, James Fleming
Goldman Sachs International: +44 (0) 20 7774 1000
Anthony Gutman, Chris Emmerson, Duncan Stewart
BNP Paribas: +44 (0) 20 7595 2000
Ben Canning, Florence Sztuder
Deutsche Bank: +44 (0) 20 7545 8000
Alastair Blackman, Lorcan O'Shea
Numis Securities: +44 (0) 20 7260 1000
Lorna Tilbian, Nick Westlake
Financial Adviser to GMG
Moelis & Company: +44 (0) 20 7634 3500
Geoffrey Austin, Liam Beere, Alexander Hageman
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by each of Merrill Lynch International ("BofA Merrill Lynch") and Goldman Sachs International ("Goldman Sachs") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.
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 its accuracy, fairness or completeness.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions 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.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
This announcement is only addressed to and directed at persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended. [ 09-02-16 0700GMT ]
This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "continues", "estimates", "plans", "projects", "prepares", "anticipates", "expects", "intends", "aims", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. The forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. The forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
Each of the Company and BofA Merrill Lynch, Goldman Sachs, Deutsche Bank AG, London Branch ("Deutsche Bank"), BNP Paribas ("BNP Paribas"), Numis Securities Limited ("Numis"), and Moelis & Company UK LLP ("Moelis") (together, the "Banks") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of the forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase of Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus. No reliance may, or should, be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offer for the person concerned.
Each of BofA Merrill Lynch and Goldman Sachs is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Deutsche Bank is authorised under German Banking Law (competent authority: the European Central Bank (the "ECB")) and, in the United Kingdom, by the PRA and is subject to supervision by the ECB and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. BNP Paribas is authorised under French Banking Law by the ECB and the Autorité de Contrôle Prudentiel (the "ACPR") and, in the United Kingdom, by the PRA and is subject to supervision by the ECB and by ACPR, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Each of Numis and Moelis is authorised and regulated by the FCA. The Banks (other than Moelis) are acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Moelis is acting exclusively for GMG and no one else in connection with the Offer, and will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than GMG for providing the protections afforded to their respective clients nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, any of the Banks and any of their affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the Offer as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments and may offer or sell such Shares or other investments otherwise than in connection with the Offer. Accordingly, references in the final Prospectus, once published, to the Shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing of or dealing in the Shares by, any Bank and any of its affiliates acting as an investor for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Banks (or their affiliates) may from time to time acquire, hold or dispose of Shares. Neither the Banks nor any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, BofA Merrill Lynch (as stabilising manager), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over-allot Shares up to a total of 15% of the total number of Shares included in the Offer or effect other transactions with a view to supporting the market price of the Shares or any options, warrants or rights with respect to, or other interest in, the Shares or other securities of the Company, in each case at a higher level than that which might otherwise prevail in the open market. BofA Merrill Lynch is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. Such stabilisation, if commenced, may be discontinued at any time without prior notice. However, there will be no obligation on BofA Merrill Lynch or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Except as required by law or regulation, neither BofA Merrill Lynch nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilising period, BofA Merrill Lynch will enter into over-allotment arrangements pursuant to which BofA Merrill Lynch may purchase, or procure purchasers for, additional Shares up to 15 per cent. of the total number of Shares included in the Offer (the "Over-allotment Shares") at the offer price. The over-allotment arrangements may be exercised in whole or in part upon notice by BofA Merrill Lynch at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements will be made available on the same terms and conditions as Shares being offered pursuant to the Offer and will rank pari passu in all respects with, and form a single class with, all other Shares (including for all dividends and other distributions declared, made or paid on the Shares).
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
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