TIDMAPAX
RNS Number : 7783S
Jefferies International Limited.
18 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA 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 OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
PRESS RELEASE, 18 March 2021
Proposed secondary placing of shares in Apax Global Alpha
ltd
Future Fund Board of Guardians ("Future Fund", the "Selling
Shareholder"), has indicated its intention to sell approximately
32.7m shares of the ordinary issued share capital of Apax Global
Alpha ltd ("Apax Global Alpha" or the "Company") (the "Placing
Shares") through a placing to eligible institutional investors by
way of an accelerated bookbuild (the "Placing").
The price per Placing Share will be determined through an
accelerated bookbuild process. The bookbuild process will commence
with immediate effect following this announcement and may close at
any time on short notice. A further announcement will be made
following the completion of the bookbuild and pricing of the
Placing.
The Selling Shareholder will be locked up in respect of any
residual holdings for 90 days, subject to customary exceptions
including waiver by Jefferies.
Jefferies International Limited ("Jefferies") is acting as sole
global coordinator in relation to the Placing. Apax Global Alpha
will not receive any proceeds from the Placing.
Enquiries:
Jefferies International Limited +44 (0)20 7029 8000
Tom Harris / Luca Erpici / Aditi Venkatram
IMPORTANT NOTICE
The publication or distribution or release of this announcement
and the Placing of the Placing Shares as set out in this
announcement in certain jurisdictions may be restricted by law.
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 such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares 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, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
Members of the general public are not eligible to take part in
the Placing. This announcement and any offer of securities to which
it relates are only addressed to and directed at (1) in the United
Kingdom and in any member state of the European Economic Area,
persons who are qualified investors as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"); and (2) in the
United Kingdom, Qualified Investors who (a) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Market Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (b)
fall within article 49(2)(a) to (d) of the Order or (c) are persons
to whom an offer of the Placing Shares may otherwise lawfully be
made ("relevant persons"). The information regarding the Placing
set out in this announcement must not be acted on or relied on by
persons in the European Economic Area who are not Qualified
Investors or by persons in the United Kingdom who are not relevant
persons. Any investment or investment activity to which this
announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to
relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form
part of any 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 in the United States, Australia,
Canada, Japan, South Africa or any other jurisdiction into which
such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered, sold or transferred,
directly or indirectly, within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.
No public offering of the securities referred to herein is being
made in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. The publicly available information
of the Company is not the responsibility of, and has not been
independently verified by, any of Selling Shareholders, Jefferies
International Limited ("Jefferies"), or any of their respective
affiliates (as such term is defined under Rule 501(b) of Regulation
D of the Securities Act) (each, an "Affiliate"). The information
contained in this announcement is for background purposes only and
does not purport to be full or complete.
In connection with the Placing, Jefferies or any of its
Affiliates may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such Placing Shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to the shares
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, Jefferies and any
of its Affiliates acting as investors for their own accounts.
Jefferies does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Jefferies or by any of its Affiliates or
agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company's securities. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial advisor.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the ordinary shares in the Company (the
"Ordinary Shares") 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 Ordinary Shares may
decline and investors could lose all or part of their investment;
the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Ordinary Shares 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Jefferies 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
This document is for distribution in Hong Kong only to
professional Investors (as defined in the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules
promulgated thereunder. The information contained herein does not
constitute an offer of securities. The recipient represents and
warrants that it is a professional investor.
Jefferies is exempt from the requirement to hold an Australian
financial services licence under the Corporations Act 2001 (Cth)
("Corporations Act") in respect of the financial services it
provides in Australia and is authorized and regulated by the FCA
under UK laws, which differ from Australian laws. In Australia,
this document is only for distribution to, and/or is directed only
at, 'wholesale clients' as defined under section 761G of the
Corporations Act. Any investment or investment activity to which
this document relates is only available to, and will only be
engaged in with, wholesale clients. Persons who are not wholesale
clients should not rely on or act upon this document or any of its
contents, and must notify Jefferies immediately.
Information for Investors in Switzerland: This document contains
advertising material for financial instruments.
This document is only addressed to and the Placing Shares may
only be freely marketed, offered, distributed or sold to regulated
financial intermediaries such as banks, securities dealers, fund
management companies, asset managers of collective investment
schemes and central banks as well as to regulated insurance
companies. Marketing, offering, distributing or selling/on-selling
the Placing Shares to any other persons or entities may trigger
regulatory requirements and is subject to prior approval by the
Company.
This document does not constitute an issuance prospectus under
Swiss law and may not comply with the information standards
required thereunder. No prospectus or key information document
pursuant to Swiss law has been established for the Placing Shares.
The Placing Shares will not be listed on SIX Swiss Exchange nor on
any other stock exchange or regulated trading venue in Switzerland,
and consequently, the information presented in this document does
not necessarily comply with the information and disclosure
standards set out in the relevant listing rules. The documentation
of the Company has not been and will not be filed and approved, and
may not be able to be approved, by the Swiss Financial Market
Supervisory Authority FINMA ("FINMA") under the Federal Collective
Investment Schemes Act ("CISA"). Therefore, investors do not
benefit from protection under the CISA or supervision by FINMA.
This document does not constitute investment advice. It may only be
used by those persons to whom it has been handed out in connection
with the Placing Shares and may neither be copied nor directly or
indirectly distributed or made available to other persons.
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END
IOEDZGMFVRDGMZM
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