TIDMEVRA
RNS Number : 9673Z
EverArc Holdings Limited
16 January 2020
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE
LAW.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
EverArc Holdings Limited
("EverArc" or the "Company")
16 January 2020
Results of Placing
EverArc is pleased to announce the successful completion of the
placing announced on 15 January 2020 (the "Placing").
The Company has raised gross proceeds of US$71.4 million through
the placing of 6.8 million new ordinary shares in the Company of no
par value at a placing price of US$10.50 per ordinary share (the
"Placing Shares"), subject to admission. The Placing Shares being
issued represent approximately 19.99% of the issued share capital
of the Company prior to the Placing.
The net proceeds of the Placing will be used by the Company to
pursue its objective of acquiring a target company or business, as
detailed in its prospectus dated 12 December 2019.
Applications have been made for admission of the Placing Shares
to the Standard listing segment of the Official List of the
Financial Conduct Authority (the "Official List") and to trading on
the main market of the London Stock Exchange plc (together,
"Admission"). It is expected that settlement for the Placing Shares
and Admission will take place at 8.00 a.m. on 20 January 2020.
Settlement of the Placing is conditional upon, amongst other
things, Admission becoming effective and upon the placing agreement
not being terminated in accordance with its terms.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the Company.
Following Admission, the Company's total issued share capital
consists of 40,830,000 ordinary shares of no par value.
For further information please contact:
Morgan Stanley: +44 (0)20 7425 8000
Angus Millar
Emma Whitehouse
Daniel McCullough
UBS: +44 (0) 20 7568 0000
Gareth McCartney
Thomas Raynsford
Alex Bloch
The persons responsible for making this announcement on behalf
of the Company are W. Nicholas Howley and William N. Thorndike,
Jr., the Co-Chairmen of the Company.
Important Notices
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to
any person in any jurisdiction including the United States,
Australia, Canada or Japan. The Placing Shares have not been
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered, sold, transferred or
delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act or an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act. There will be no public offer of the
securities in the United States. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Canada,
Australia or Japan. The offer and sale of the securities referred
to herein has not been and will not be registered under the
Securities Act, under the securities legislation of any state or
territory or jurisdiction of the United States or under the
applicable securities laws of Australia, Canada or Japan.
The Placing Shares are being offered outside the United States
in offshore transactions within the meaning of and in accordance
with the safe harbour from the registration requirements provided
by Regulation S under the Securities Act. The Placing Shares are
being offered within the United States only to certain "accredited
investors" as defined in Rule 501(a) of Regulation D under the
Securities Act or to persons reasonably believed to be qualified
institutional buyers, in reliance on Rule 144A under the Securities
Act or another exemption from, or in a transaction not subject to
the registration requirements of the Securities Act.
This announcement does not constitute or form part of, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever. This
announcement is an advertisement and not a prospectus. Investors
should not subscribe for or purchase any securities referred to in
this announcement except on the basis of all publicly available
information relating to EverArc and its listed securities. The
information contained in this announcement is for background
purposes only. It is not the purpose of this announcement to
provide, and you may not rely on this announcement as providing, a
complete and comprehensive analysis of the Company's financial or
commercial position or prospects.
This announcement and the Placing are and will be only addressed
to, and directed at, persons in member states of the European
Economic Area who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation (Regulation 2017/1129 as
amended) ("Qualified Investors"). In the United Kingdom, this
announcement and the Placing are directed only at Qualified
Investors who are (i) persons having professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of The Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) high net worth bodies corporate,
unincorporated associations and partnerships and the trustees of
high value trusts, as described in Article 49(2) of the Order, and
other persons to whom it may lawfully be communicated. Under no
circumstances should persons of any other description rely or act
upon the contents of this announcement.
The date of Admission of the Placing Shares may be influenced by
things such as market conditions. There is no guarantee that
Admission of the Placing Shares will occur and you should not base
your financial decisions on the Company's intentions in relation to
Admission of the Placing Shares. Securities to which this
announcement relates may expose an investor to a significant risk
of losing the entire amount invested. Persons considering an
investment in such securities should consult an authorised person
specialising in advising on such securities. This announcement does
not constitute a recommendation concerning the Placing. The value
of shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the person concerned. Past performance is not a guide
to future performance.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law and persons into whose possession any
document or other information referred to herein comes 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.
Morgan Stanley & Co. International plc ("Morgan Stanley") is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the FCA and the PRA in the United Kingdom. UBS AG
London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland and authorised by the
PRA and subject to regulation by the FCA and limited regulation by
the PRA in the United Kingdom. Morgan Stanley and UBS are acting
exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients or for providing advice in relation to the Placing or any
transaction, arrangements or other matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Morgan Stanley or UBS by the Financial Services
and Markets Act 2000 or the regulatory regime established
thereunder, each of Morgan Stanley, UBS and their respective
affiliates accepts no responsibility whatsoever for the contents of
this announcement, including its accuracy, completeness or
verification. Morgan Stanley, UBS and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or its contents
otherwise arising in connection herewith.
Information contained in this announcement may include
'forward-looking statements'. All statements other than statements
of historical facts included herein, including, without limitation,
those regarding the intentions, beliefs or current expectations of
the Company, the Directors or the Founders concerning, among other
things, the Company's objective, acquisition strategies or
opportunities, financing, financial condition, capital resources,
prospects and capital appreciation of its securities are
forward-looking statements. 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.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, financial condition
and the development of its acquisition and financing strategies may
differ materially from the forward-looking statements contained in
this document. In addition, even if the Company's actual
performance, financial condition and the development of its
acquisition and financing strategies are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods.
Information to Distributors
Solely for the purposes of the product governance requirements
of Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") and local implementing measures, and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the securities the subject of the Placing have
been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the securities may
decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital
protection; and an investment in the securities is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the securities and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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