NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE 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 OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED PLACING OF APPROXIMATELY 300 MILLION ORDINARY SHARES IN WORLDPAY GROUP PLC (THE "COMPANY") BY SHIP GLOBAL 2 & CY S.C.A.
6th September 2016
Ship Global 2 & Cy S.C.A. ("Ship Global 2"), a company jointly owned by funds managed by Advent International Corporation (the "Advent Funds") and by Bain Capital LLC (the "Bain Capital Funds"), announces its intention to sell approximately 300 million ordinary shares (the "Placing Shares") in the capital of the Company. The Placing Shares represent approximately 15% of the Company's issued ordinary share capital.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Barclays Bank PLC ("Barclays"), Goldman Sachs International ("Goldman Sachs"), Merrill Lynch International ("BofAML") & Morgan Stanley & Co. International plc ("Morgan Stanley") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners"). Lazard & Co., Limited ("Lazard") is acting as financial adviser to Ship Global 2 in connection with the Placing.
Any of the Company's ordinary shares held by Ship Global 2 which are not sold in the Placing will be subject to a 90-day lock-up (subject to waiver by the Joint Bookrunners, customary exceptions and certain of the exceptions set out in the IPO prospectus relating to the initial public offering of ordinary shares in the Company ("IPO Prospectus")). Assuming all of the Placing Shares are sold, Ship Global 2 will continue to hold approximately 13.2% of the issued share capital of the Company.
In accordance with its Relationship Agreement with the Company, Ship Global 2 will cease to be entitled to appoint directors to the board of the Company (the "Board") on completion of the sale of the Placing Shares. Accordingly, subject to completion of the sale of the Placing Shares, the Advent Funds' representative, James Brocklebank (Non-Executive Director) and the Bain Capital Funds' representative Robin Marshall (Non-Executive Director) will be stepping down from the Board.
The final number of Placing Shares to be placed and the placing price will be agreed by the Joint Bookrunners, Lazard and Ship Global 2 at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Joint Bookrunners and Lazard.
The Company will not receive any proceeds from the Placing. A portion of the proceeds of the Offering will be used to repay certain indebtedness to the Joint Bookrunners.
Lazard +44 (0)207 187 2000
Barclays +44 (0)207 623 2323
BofAML +44 (0)207 996 9777
Goldman Sachs +44 (0)207 774 1000
Morgan Stanley +44 (0)207 425 8000
FTI Consulting (PR adviser to Advent Funds) +44 (0)203 727 1000
Camarco (PR adviser to Bain Capital Funds) +44 (0)20 3757 4980
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of Ship Global 2, Barclays, Goldman Sachs, BofAML, Morgan Stanley or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, 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), Canada, Australia, South Africa or Japan or any other jurisdiction where such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese or other applicable securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Ship Global 2, Barclays, Goldman Sachs, BofAML, Morgan Stanley or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Ship Global 2, Barclays, Goldman Sachs, BofAML, Morgan Stanley to inform themselves about and to observe any applicable restrictions.
Barclays, Goldman Sachs, BofAML and Morgan Stanley, which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting only for Ship Global 2 in connection with the Placing and will not be responsible to anyone other than Ship Global 2 for providing the protections offered to the clients of Barclays, Goldman Sachs, BofAML and Morgan Stanley, nor for providing advice in relation to the Placing or any matters referred to in this announcement. Lazard, which is authorised and regulated by FCA, is acting exclusively for Ship Global 2 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 Ship Global 2 for providing the protections afforded to its clients or for giving advice in relation to the Placing or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with any offering of the Placing Shares, each of the Joint Bookrunners and any of their respective affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase or sell for their own account such securities. In addition each of the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Joint Bookrunners (or their respective affiliates) may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
This information is provided by RNS