NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR SECURITIES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE IN CONNECTION WITH THE FIRM PLACING AND PLACING AND OPEN OFFER.
21 June 2017
ATLAS MARA LIMITED
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
$200 million equity raising for the acquisition of additional equity interests in Union Bank of Nigeria plc ("UBN") and to scale Markets and Treasury and Fintech business lines.
Atlas Mara Limited ("Atlas Mara" or the "Company", and together with its subsidiaries, the "Group") today announces it is in discussions with potential investors regarding a possible raising of new equity capital of $200 million (gross) comprised of:
· an intended $100 million equity offering of new ordinary shares (the "New Ordinary Shares") at a price of US$2.25 per share (the "Issue Price"). Qualifying existing Atlas Mara shareholders ("Shareholders") will be invited to participate in the equity offering by way of an open offer (the "Open Offer") and with new investors having a right to secure 30.0% of the offering. Any shares not taken up by qualifying existing Atlas Mara shareholders will be subscribed to by the new investors; and
· an intended $100 million mandatory convertible bond (the "Mandatory Convertible Bond") to be issued to new investors (the "Bond Issue") and to convert into New Ordinary Shares at the Issue Price upon completion of the Open Offer.
The strategic financing will be subject to shareholder approval at a forthcoming extraordinary general meeting of the Company. It is expected that a new management incentive plan will be put in place following the closing of the Open Offer.
Atlas Mara also announces its agreement to acquire an indirect 13.4% shareholding in Union Bank of Nigeria ("UBN") from the Clermont Group (the "Clermont Stake Acquisition") for a total consideration of $55 million. The transaction is subject to regulatory approval. The transaction will increase Atlas Mara's combined direct and indirect shareholding in UBN to 44.5%. This acquisition accelerates Atlas Mara's long term strategy to build its banking business in Nigeria.
The proceeds of the strategic financing are primarily intended to support the Company's commitment to UBN and Nigeria via the: (1) the Clermont Stake Acquisition and (2) funding the Company's subscription of its pro rata entitlements under the forthcoming rights issue announced by UBN (the "UBN Rights Issue"). The Company believes the current valuations for the additional shares to be acquired in UBN make this expansion attractive and will contribute positively to shareholder value. The strategic financing will further expand the Group's strategic business lines of Markets and Treasury as well as FinTech.
John-Paul Crutchley +971 4 275 6000
Kojo Dufu, +1 212 883 4330
Teneo Strategy Rubicon, +44 (20) 3757 9231
Citigroup Global Markets Limited is acting as Financial Adviser and Corporate Broker to the Company.
+44 (0) 20 7986 4000
About Atlas Mara
Atlas Mara Limited (ATMA.L) is a financial services institution listed on the London Stock Exchange. Its vision is to create sub-Saharan Africa's premier financial services institution through organic and inorganic growth by combining the best of global institutional knowledge with extensive local insights. With a presence in seven sub-Saharan countries, Atlas Mara aims to be a positive disruptive force in the markets in which we operate by leveraging technology to provide innovative and differentiated product offerings, excellent customer service and accelerate financial inclusion in the countries in which the Company operates. For more information, visit www.atlasmara.com.
This announcement has been issued by and is the sole responsibility of Atlas Mara Limited.
This announcement is not the Prospectus or an extract from, a summary or an abridged version of the Prospectus but an advertisement and is for information purposes only and does not constitute or form part of any offer of, or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. Investors should not acquire any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus, when published. This announcement cannot be relied upon for any investment contract or decision.
A copy of the Prospectus, when published, will be available from the registered office of the Company and on the Company's website (http://atlasmara.com). Neither the content of Atlas Mara's website nor any website accessible by hyperlinks on Atlas Mara's website is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the New Ordinary Shares being offered pursuant to the equity offering. The application forms are expected to be despatched on or around the date the Prospectus is published.
Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for the Company and for no one else in connection with the contents of this announcement, the Bond Issue and the equity offering, and will not be responsible to any person for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in connection with the contents of this announcement, the Bond Issue and the equity offering or any transaction, arrangement or other matter referred to in this announcement.
Save for the responsibilities and liabilities, if any, of Citigroup Global Markets Limited under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Citigroup Global Markets Limited assumes no responsibility whatsoever and make no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by Citigroup Global Markets Limited or on Citigroup Global Markets Limited's behalf and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company, the New Ordinary Shares, the Bond Issue or the equity offering. Citigroup Global Markets Limited accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whatsoever arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.
There will be no public offer of New Ordinary Shares in the United States, Canada, Australia, Japan or South Africa, or any other jurisdiction in which such offer solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Canada, Australia, Japan or South Africa or any other such jurisdiction.
The information contained in this announcement is not for release, publication or distribution, whether in whole or in part and whether directly or indirectly, to persons in the United States, Canada, Australia, Japan or South Africa, and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by certain Shareholders in the equity offering or any future issue of shares carried out by the Company. Shareholders who have a registered address or are resident in, or who are citizens of, countries other than the United Kingdom should consult their professional advisors as to whether they require any government or other consents or need to observe any other formalities to enable them to receive New Ordinary Shares or application forms.
The distribution of this announcement, the Prospectus, the application forms and/or the transfer of New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement, the Prospectus, the application form and/or any accompanying documents should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. In particular, subject to certain exceptions, the Prospectus and the application form should not be distributed, forwarded to or transmitted in or into the United States, Canada or South Africa.
None of the Mandatory Convertible Bonds or the New Ordinary Shares have been or will be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable securities laws of any state, province or territory of the United States. Accordingly, the Mandatory Convertible Bonds and the New Ordinary Shares may not be offered, sold, taken up, renounced or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in transactions not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state, province or other territory of the United States. There will be no public offering of the Mandatory Convertible Bonds or the New Ordinary Shares in the United States.
The contents of this announcement are not to be construed as legal, business, financial or tax advice. None of the Company, Citigroup Global Markets Limited, or any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice in connection with the purchase of the New Ordinary Shares.
This announcement contains or incorporates by reference "forward-looking statements" which are based on the beliefs, expectations and assumptions of Atlas Mara, the Directors, and other members of senior management about the Group's business, strategy, plans or future financial operating performance and the Bond Issue and the equity offering described in this announcement. All statements other than statements of historical fact included in this announcement may be forward-looking statements. Generally, words such as "will", "may", "should", "could", "estimates", "continue", "believes", "expects", "aims", "targets", "projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each case their negative or other variations or similar or comparable expressions identify forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. They are not guarantees of future performance and actual results could differ materially from those contained in the forward-looking statement. These forward-looking statements reflect the current views, beliefs of the Directors and other members of senior management, as well as assumptions made by them and information currently available to them. Estimates and assumptions involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and are difficult to predict. Such risks, factors and uncertainties may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking statements. Although the Directors and other members of senior management believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Group's control. The Directors and other members of senior management believe that these risks and uncertainties include but are not limited to: changes in the credit quality and the recoverability of loans and amounts due from counterparties; changes in the Group's financial models incorporating assumptions, judgments and estimates which may change over time; risks relating to capital, capital management and liquidity; risks associated with the implementation of Basel III and uncertainty over the timing and scope of regulatory changes in the various jurisdictions in which the Group operates; risks arising out of legal, compliance and regulatory matters, investigations and proceedings; operational risks inherent in the Group's business; risks arising out of the Group's holding company structure; risks associated with the recruitment, retention and development of senior management and other skilled personnel; risks associated with business expansion and engaging in acquisitions and/or selective disposals; risks associated with the execution of the Group's detailed strategy review including as to timing and as to realization of the estimated benefits of that strategy review; changes to the Group's RWA, cost reduction and return on equity targets; reputational risk; global macroeconomic risks; risks arising out of the dispersion of the Group's operations, the locations of its businesses and the legal, political and economic environment in such jurisdictions; competition; legislation and regulations in the jurisdictions in which the Group operates; changes in the credit ratings or outlook for the Group; market, interest rate, commodity price, equity price and other market risks; foreign exchange risk; financial market volatility; systemic risk in the banking industry and among other financial institutions or corporate borrowers; cross-border country risk; risks arising from operating in markets with less developed judicial and dispute resolution systems; risks arising out of hostilities, terrorist attacks, social unrest or natural disasters; risk of the price of the New Ordinary Shares falling below the Issue Price; failure to generate sufficient level of profits and cash flows to pay future dividends; risk of dilution for shareholders not acquiring New Ordinary Shares; and risk of dilution resulting from any future issue of Ordinary Shares. These factors should not be construed as exhaustive and should be read with the other cautionary statements in this announcement and the Prospectus, when published. Moreover, new risk factors may emerge from time to time and it is not possible to predict all such risks or assess their impact for disclosure in this announcement. Any forward-looking statement contained in this announcement is based on past or current trends and/or activities of Atlas Mara should not be taken as a representation that such trends or activities will continue in the future. No statement in this announcement is intended to be a profit forecast or to imply that the earnings of the Company for the current year or future years will necessarily match or exceed the historical or published earnings of the Company and/or the Group. Each forward looking statement speaks only as of the date of the particular statement. Except as required by the Financial Conduct Authority (in its capacity as the UK Listing Authority), or the listing rules, the disclosure guidance and transparency rules, the prospectus rules (each as made under Part VI of FSMA, as amended), or the London Stock Exchange or otherwise by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, whether as a result of any change in events, conditions or circumstances or otherwise on which any such statement is based. Investors should consult the disclosures we have made in our annual report and other announcements relating to risks the Group faces and which are available on our website. In addition, the Prospectus will contain a detailed discussion of the factors that could affect the Company's future performance. In light of the risks that the Company faces, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
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