Source - RNS
RNS Number : 5744L
Premier Asset Management Group PLC
04 October 2016
 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information in the admission document (the "Admission Document") issued by Premier Asset Management Group PLC in connection with the offer of its ordinary shares (the "Shares") and the proposed admission of its Shares to trading on AIM, a market of London Stock Exchange plc (the "London Stock Exchange"). From the date of admission, copies of the Admission Document will be available for inspection at the Company's registered office at Eastgate Court, High Street, Guildford, Surrey GU1 3DE and from the Company's website at http://www.premierfunds.co.uk/corporate

 4 October 2016

Premier Asset Management Group PLC

("Premier" or the "Company")

 PLACING

AND

PROPOSED ADMISSION TO TRADING ON AIM

Premier Asset Management Group PLC, a fast-growing UK retail asset management group, today announces its initial public offering by way of a placing (the "Placing") of 35,875,660 new and 12,381,916 existing ordinary shares of 0.02 pence each ("Ordinary Shares") at 132 pence per share (the "Placing Price") raising gross proceeds of approximately £63.7 million.

Keefe, Bruyette & Woods, a trading name of Stifel Nicolaus Europe Limited, and Numis Securities Limited are acting as Joint Bookrunners and Brokers (together, the "Joint Bookrunners"), to the Company in relation to its admission to trading on AIM ("Admission"). Stifel Nicolaus Europe Limited is acting as Nominated Adviser.

Offer highlights

·      Based on the Placing Price, the market capitalisation of the Company on Admission will be approximately £139.7 million.

·      The Company has raised approximately £47.4 million (before expenses) pursuant to the Placing. The net proceeds will be used to repay the £47.4 million principal and accrued interest of the Preference Shares, such that Premier expects to be substantially ungeared following Admission.  The balance of the proceeds of the Placing is for the benefit of certain of the Company's shareholders who are selling Ordinary Shares in the Placing (the "Selling Shareholders").

·      On Admission, the Company's existing shareholders will hold approximately 54.4 per cent. of the issued share capital of the Company, of which Queripel Partners LLP ("Queripel Partners")  will hold approximately 33.2 per cent. and certain funds advised by Electra Partners LLP ("Electra") will hold approximately 8.1 per cent.

·      Queripel Partners, Electra, the Company's directors (the "Directors") and certain of the Company's senior management have entered into lock-up and orderly market arrangements.

·      The Company intends to start paying quarterly dividends following the first quarter of the Company's FY 2017.

·      On Admission, the Company will have 105,801,310 Ordinary Shares in issue and a free float of approximately 45.6 per cent.

·      Admission and commencement of dealings in the Ordinary Shares under the ticker PAM, ISIN GB00BZB2KR63 and SEDOL BZB2KR6, is expected to take place at 8.00 a.m. on 7 October 2016.

Timetable

Admission and expected commencement of dealings

8am on 7 October 2016

CREST accounts credited          

7 October 2016

Dispatch of definitive share certificates (where applicable)

by 21 October 2016

Each of the times and dates in the above timetable is subject to change. If any of the above times or dates change, the revised times and/or dates will be notified by an announcement on a Regulatory Information Service. All times are London times unless otherwise stated.

 

The full terms and conditions of the Placing as well as additional details on the Company are set out in the Admission Document. The Company will publish the Admission Document on its website at http://www.premierfunds.co.uk/corporate on the date of admission.

Enquiries:

Premier Asset Management Group PLC

Tel: 01483 306090

Mike O'Shea

Stifel Nicolaus Europe Limited

(Nomad)

Tel: 0207 710 7600

Stewart Wallace

Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods)

(Joint Bookrunner)

Tel: 0207 710 7600

Gareth Hunt

Erick Diaz

Numis Securities Limited

(Joint Bookrunner)

Tel: 020 7260 1000

Andrew Holloway

Charles Farquhar

Smithfield Consultants

(Financial PR)

Tel: 020 7360 4900

John Kiely

Andrew Wilde

 

About Premier Asset Management

Premier is a fast-growing UK retail asset management group with a focus on delivering good investment outcomes for investors through relevant products and active management across its range of investment strategies, which include multi-asset, equity and absolute return funds.  Premier has a particular focus on multi-asset and income investment management, which addresses strong retail investor demand in these sectors.  The Company has a significant presence as a multi-asset fund manager in the UK retail funds market based on net sales and assets under management.

 

Forward-looking statements

All statements, other than statements of historical facts, included in this announcement, including, without limitation, those regarding Premier's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions of the negative thereof, are forward-looking statements. Such forward-looking statements by their nature involve known and unknown risks, uncertainties and other important factors beyond Premier's control that could cause the actual results, performance, achievements or of dividends paid by the Company to be materially different from actual results, performance or achievements, of dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Premier's net asset value, present and future business strategies and income flows and the environment in which Premier will operate in the future.

These forward-looking statements speak only as of the date of this announcement. The Company, the Directors and the Joint Bookrunners expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Premier's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority. 

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, The Republic of South Africa or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. 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 securities in the United States, Australia, Canada, The Republic of South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, The Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, The Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, The Republic of South Africa or Japan.

The securities to which this announcement relates have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In any EEA Member State that has implemented Directive 2003/71/EC, as amended including by Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information in the Admission Document to be published by the Company today in connection with the placing of its Shares and the proposed admission of its Shares to trading on the AIM market of the London Stock Exchange.

Any purchase of Shares in the proposed Placing should be made solely on the basis of the information contained in the Admission Document, which contains detailed information about the Company and its management, as well as financial statements. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks, which are set out in the Admission Document. The information 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 or completeness. 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 Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This announcement does not constitute a recommendation concerning the Placing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. When you sell your investment you may get back less than you originally invested. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the Admission Document. Information in this announcement or any of the documents relating to the Placing and Admission cannot be relied upon as a guide to future performance. 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. Potential investors should consult a professional advisor as to the suitability of the Placing for the entity concerned.

Stifel Nicolaus Europe Limited (trading as "Keefe, Bruyette & Woods" or "KBW") is authorised and regulated by the Financial Conduct Authority and is acting exclusively for the Company and for no one else in connection with the Placing and Admission or any other matter referred to herein. Stifel Nicolaus Europe Limited will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this document or the Placing and Admission. The responsibility of Stifel Nicolaus Europe Limited as nominated adviser to the Company is owed solely to the London Stock Exchange. No representation or warranty, express or implied, is made by Stifel Nicolaus Europe Limited as to the contents of this document (without limiting the statutory rights of any person to whom this document is issued). No liability whatsoever is accepted by Stifel Nicolaus Europe Limited for the accuracy of any information or opinions contained in this document or for the omission of any material information for which it is not responsible.

Numis Securities Limited ("Numis") is authorised and regulated by the Financial Conduct Authority and is acting exclusively for the Company and for no one else in connection with the Placing and Admission or any other matter referred to herein. Numis will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis or for advising any other person on the contents of this document or the Placing and Admission. No representation or warranty, express or implied, is made by Numis as to the contents of this document (without limiting the statutory rights of any person to whom this document is issued). No liability whatsoever is accepted by Numis for the accuracy of any information or opinions contained in this document or for the omission of any material information for which it is not responsible.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.

 


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