TIDMAAF
RNS Number : 9389A
Citigroup Global Markets Limited
07 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY
OTHER JURISDICTION.
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 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Press Release
Proposed Placing of approximately 53 million ordinary shares in
Airtel Africa plc ("Airtel Africa" or the "Company")
7 February 2022
Funds managed by Warburg Pincus LLC and Morningstar Investment
Pte Ltd (the "Sellers") announce their intention to sell
approximately 53 million ordinary shares in Airtel Africa (the
"Placing Shares") (the "Placing"). The Placing Shares represent
approximately 1.4% of Airtel Africa's issued ordinary share
capital.
The Placing Shares are being offered to institutional investors
by way of an accelerated bookbuild, which will be launched
immediately following this announcement. Citigroup Global Markets
Limited ("Citi") is acting as Sole Global Coordinator and
Bookrunner in connection with the Placing.
The final number of Placing Shares to be placed and the placing
price will be agreed by Citi 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 Citi and the Sellers.
The Sellers have agreed to a customary 90-day lock-up period
from the date of pricing of the Placing with respect to sales of
any remaining shares they hold in Airtel Africa.
Airtel Africa will not receive any proceeds from the
Transaction.
Enquiries:
Citigroup Global Markets Limited
Ken Robins
Stuart Field
Chuba Ezenwa
Mihir Unadkat +44 (0) 20 7500 5000
IMPORTANT NOTICE
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions), Australia,
Canada, Japan or the Republic of South Africa 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 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.
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. No action has been taken
that would permit an offering of the 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.
No prospectus or offering document has been or will be prepared
in connection with the Placing. The Placing Shares may not be
offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or
offering document relating to the Placing Shares in such
jurisdiction. No action has been taken by the Sellers or any of
their affiliates, that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States (as defined in Regulation S under the Securities Act) absent
registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act . Neither this
document nor the information contained herein constitutes or forms
part of an offer to sell or the solicitation of an offer to buy
securities in the United States. There will be no public offer of
any securities in the United States or in any other
jurisdiction.
In the member states of the European Economic Area, this
announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"). In the United Kingdom, this announcement
is directed exclusively at Qualified Investors (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
who fall within Article 49(2)(A) to (D) of the Order, or (iii) to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons"). This document is
directed only at Relevant Persons in the United Kingdom and
Qualified Investors in any member state of the EEA, and must not be
acted on or relied on by persons who are not Relevant Persons or
Qualified Investors. Any investment or investment activity to which
this document relates is available only to Relevant Persons or
Qualified Investors and will be engaged in only with Relevant
Persons or Qualified Investors. This announcement is not an offer
of securities or investments for sale nor a solicitation of an
offer to buy securities or investments in any jurisdiction where
such offer or solicitation would be unlawful.
In connection with any offering of the Placing Shares, Citi and
its affiliates acting as an investor for their own account may take
up as a proprietary position any Placing Shares and in that
capacity may retain, purchase or sell for their own account such
Placing Shares. 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 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.
Citi, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom is acting on behalf of
the Sellers and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for
providing advice in relation to any offering of the Placing Shares.
Citi will not regard any other person as its client in relation to
the offering of the Placing Shares.
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END
IOEQDLFBLLLZBBE
(END) Dow Jones Newswires
February 07, 2022 11:48 ET (16:48 GMT)
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