NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
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.
Placing of Shares in Hastings Group Holdings plc ("Hastings" or the "Company")
5 October 2016
Hastings Investco Limited ("Hastings Investco"), which is under the control of Goldman Sachs Merchant Banking Division, Edward Fitzmaurice, Narmali Utley and Keith Charlton (the three of whom have an indirect interest in ordinary shares of Hastings through Hastings Investco), Neil Utley, The Utley Family Charitable Trust and Richard Brewster (together, the "Sellers") have agreed to sell (in the case of Neil Utley, The Utley Family Charitable Trust and Richard Brewster, on an agency basis through Peel Hunt LLP) an aggregate of 46,171,359 ordinary shares (the "Placing Shares") in Hastings, at a price of 216p per share (the "Placing"). The Placing Shares represent approximately 7.0% of the Company's issued share capital. Hastings will not receive any proceeds from the Placing.
The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on or about 7 October 2016. Goldman Sachs International, Barclays Bank PLC, acting through its investment bank ("Barclays") and Credit Suisse Securities (Europe) Limited are acting as joint bookrunners on the Placing (together, the "Bookruners"), and Peel Hunt LLP is acting as lead manager on the Placing (the "Lead Manager").
The Company's ordinary shares held by the Sellers which were not sold in the Placing are subject to a 90-day lock-up which is subject to customary exceptions and may otherwise only be waived with the consent of a majority of the Bookrunners.
Goldman Sachs International + 44 (0)20 7774 1000
Barclays + 44 (0)20 7623 2323
Credit Suisse Securities (Europe) Limited +44 (0)20 7888 8888
Peel Hunt LLP + 44 (0)20 7418 8900
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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 constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Germany, Australia, Canada, Japan, or any other jurisdiction.
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. The shares of Hastings referred to in this announcement may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The shares of Hastings have not been, and will not be, registered under the Securities Act, and there will be no public offering of the shares of Hastings, or any other securities, in the United States.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Goldman Sachs International, Barclays and Credit Suisse Securities (Europe) Limited, which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting only 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 the clients of the Bookrunners and/or the Lead Manager, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
In connection with any offering of the Placing Shares, each of the Bookrunners and/or the Lead Manager 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 Bookrunners and/or the Lead Manager or their respective affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Bookrunners and/or the Lead Manager (or their respective affiliates) may from time to time acquire, hold or dispose of shares. The Bookrunners and the Lead Manager 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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