NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
The information contained within this announcement is deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
PROPOSED PLACING OF APPROXIMATELY 70 MILLION ORDINARY SHARES IN ASCENTIAL PLC ("COMPANY")
31 August 2016
Eden 3 S.à r.l. and Eden 4 S.à r.l. (the "Apax Sellers", and together with Eden Debtco 2 S.à r.l., the "Apax Entities") and Guardian Media Group plc ("GMG" and, together with the Apax Sellers, the "Sellers") announce their intention to sell an aggregate of approximately 70 million ordinary shares (the "Placing Shares") in the capital of the Company. The Apax Entities are entities indirectly wholly owned by Apax Europe VII.
The Sellers intend to sell a portion of their respective stakes in the Company. The remaining ordinary shares held by each of the Apax Entities and GMG will be subject to a lock-up from the date of this announcement until the date which is 90 days after the closing date of the Placing (as defined below) which is expected to be on 5 September 2016, save for customary exceptions and waiver by the Bookrunners (as defined below).
Subject to the sale of the Placing Shares and the reduction in the Apax Entities' holdings of the Company's issued ordinary share capital to approximately 105.6 million ordinary shares in aggregate in respect of the Apax Entities, representing approximately 26.4% of the Company's issued ordinary shares, the Apax Entities' representative, Tom Hall (Non-Executive Director), will be stepping down from the Company's board of directors (the "Board").
Subject to the sale of the Placing Shares and the reduction in GMG's holding of the Company's issued ordinary share capital to approximately 63.4 million ordinary shares in respect of GMG, representing approximately 15.8% of the Company's issued ordinary shares, GMG's representative, David Pemsel (Non-Executive Director), will be stepping down from the Company's Board.
The Apax Entities and GMG will remain significant shareholders of the Company and have every confidence that the Board and management will continue to execute in line with the Company's stated strategy and manage the Company in the best interests of all shareholders.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Goldman Sachs International and Merrill Lynch International (together, the "Bookrunners") are acting as joint bookrunners on the Placing. The Company will not receive any proceeds from the Placing.
The Placing Shares represent, in aggregate, approximately 17.5 per cent. of the Company's issued ordinary share capital and constitute approximately 29.3 per cent. of the Apax Entities' combined holdings in the Company and approximately 29.3 per cent. of GMG's holding in the Company.
The Placing Shares, in all respects, rank pari passu with the Company's ordinary shares.
The final number of ordinary shares in the capital of the Company to be placed will be agreed by the Bookrunners and the Sellers 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 Bookrunners.
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 (AS AMENDED BY DIRECTIVE 2010/73/EU TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) 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 DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE FOR, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. 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 THE APAX ENTITIES (OR ANY AFFILIATES THEREOF), APAX PARTNERS LLP ("APAX"), ANY FUNDS ADVISED BY APAX (OR THE GENERAL PARTNER THEREOF) (together, the "APAX FUNDS") OR GMG (OR ANY AFFILIATES THEREOF) or any of the Bookrunners 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 THE APAX ENTITIES, APAX, THE APAX FUNDS, GMG AND any of the Bookrunners to inform themselves about and to observe any applicable restrictions.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE PLACING SHARES SOLD BY THE SELLERS REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A CONSEQUENCE, THE PLACING SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
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 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 OR JAPAN. 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 THE APAX ENTITIES (OR AN AFFILIATE THEREOF), APAX, ANY APAX FUND OR GMG (OR ANY AFFILIATE THEREOF) or ANY OF the Bookrunners or any of their respective affiliates.
GOLDMAN SACHS INTERNATIONAL AND MERRILL LYNCH INTERNATIONAL ARE AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY ("PRA") AND REGULATED IN THE UNITED KINGDOM BY THE PRA AND FINANCIAL CONDUCT AUTHORITY, AND ARE ACTING EXCLUSIVELY FOR THE SELLERS IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLERS FOR PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY TRANSACTION, MATTER OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.
In connection with the offering of the placing shares, the Bookrunners or any of their respective affiliates may take up a portion of the placing shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of the placing shares. They 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.
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