TIDMBPT
RNS Number : 3653G
Bridgepoint Group PLC
26 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
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. Investors should not
subscribe for or purchase any shares referred to in this
announcement except solely on the basis of the information
contained in the prospectus (the "Prospectus"), including the risk
factors set out therein, published by Bridgepoint Group plc (the
"Company", and together with its subsidiaries and subsidiary
undertakings, the "Group" or "Bridgepoint"), on 21 July 2021 in
connection with the offer of ordinary shares in the Company and the
admission to listing of such ordinary shares to the premium listing
segment of the Official List of the Financial Conduct Authority
(the "FCA") and to trading on the main market for listed securities
of the London Stock Exchange plc (the "London Stock Exchange"). A
copy of the Prospectus is available for inspection on the Group's
website at https://www.bridgepoint.eu/ , subject to certain access
restrictions.
26 July 2021
Bridgepoint Group plc
Admission to Trading on the London Stock Exchange
Further to the announcement on 21 July 2021 in connection with
its initial public offering (the "IPO" or the "Offer"), the Company
announces that its entire issued ordinary share capital, consisting
of 823,268,774 ordinary shares of GBP0.00005 each (the "Ordinary
Shares"), has today been admitted to the premium listing segment of
the Official List of the Financial Conduct Authority and to trading
on the London Stock Exchange's Main Market for listed securities
under the ticker "BPT".
For the purposes of, and in accordance with, DTR 5.6.1R of the
Disclosure Guidance and Transparency Rules of the FCA, the Company
confirms that, as at the date of this announcement, its issued
ordinary share capital consists of 823,268,774 Ordinary Shares,
each carrying the right to one vote at a general meeting of the
Company. The Company does not hold any Ordinary Shares in treasury.
Therefore, the total number of voting rights in the Company on the
date of this announcement is 823,268,774.
The above figure of 823,268,774 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.
ENQUIRIES
Bridgepoint
Christian Jones / James Murray
Christian.jones@bridgepoint.eu
James.murray@bridgepoint.eu
+44 (0)20 7034 3500
Finsbury Glover Hering (Public Relations Adviser to
Bridgepoint)
Roland Rudd / James Murgatroyd
Charles O'Brien / 020 7251 3801 / 07825 043 656
Anjali Unnikrishnan / 020 7251 3801 / 07826 534 233
Bridgepoint@Finsbury.com
Joint Global Co-ordinator and Sole Sponsor
J.P. Morgan Cazenove
Harry Hampson / Ed Squire / Andrew Stockdale
+44 (0)207 742 4000
Joint Global Co-ordinator
Morgan Stanley
Simon Parry-Wingfield / Marina Shchukina / Patrice Schuetz
+44 (0)207 425 8000
Joint Bookrunners
BNPP
Jolyon Luke / Andrew Forrester
+44 (0)207 595 6668
BofA Securities
Robert Firth / Arif Vohra / James Palmer
+44 (0)207 628 1000
Citigroup
Michael Lavelle / Hamish Summerfield / Kaan Kesedar
+44 20 7986 4000
Financial Adviser
Moelis & Company
Mark Aedy / Robert Glauerdt / Daniel Muldoon
+44 (0)207 634 3500
IMPORTANT LEGAL INFORMATION
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada or Japan, or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement does not contain or constitute a prospectus,
nor form part of any offer to sell or issue, or any invitation or
solicitation of an offer to buy, Ordinary Shares to any person in
any jurisdiction to whom or in which such offer or solicitation is
unlawful, including the United States (including its territories or
possessions or any State of the United States and the District of
Columbia ("United States"), Australia, Canada or Japan. The
Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the
"Securities Act") or the laws of any state of the United States.
The Ordinary Shares may not be offered, sold or otherwise
transferred in the United States, except to qualified institutional
buyers ("QIBs") as defined in, and in reliance on, Rule 144A under
the US Securities Act ("Rule 144A") or pursuant to another
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The offer and sale
of the Ordinary Shares has not and will not be registered under the
applicable securities laws of Australia, Canada or Japan. There
will be no public offering of securities in the United States,
Australia, Canada or Japan.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) (i) are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") and/or (ii) fall within Article
49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time
be, satisfied); and (B) are "qualified investors" within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018; and (C) persons to whom it may otherwise
lawfully be communicated (all such persons being "Relevant
Persons"). In the European Economic Area (the "EEA"), this
announcement is addressed only to and directed only at, persons in
member states who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").
This announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not Relevant Persons, and (ii)
in any member state of the EEA, by persons who are not Qualified
Investors. Any investment or investment activity to which this
announcement relates is available only to (i) in the United
Kingdom, Relevant Persons, and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such
persons.
BNP Paribas, Citigroup Global Markets Limited, J.P. Morgan
Securities plc, Merrill Lynch International, Morgan Stanley &
Co. International plc, Moelis & Company, the Company or any
member of the Group, or any of such person's affiliates or their
respective directors, officers, employees, agents or advisers
expressly disclaim any obligation or undertaking to update, review
or revise such forward-looking statement or any other information
contained in this announcement, whether as a result of new
information, future developments or otherwise, except to the extent
required by applicable law.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, accounting or legal advice, (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances or (iii) a personal
recommendation to you.
None of the Banks (as defined below) or any of their respective
affiliates or any of their or their affiliates' directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, the Group or its
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or
for any loss howsoever arising from any use of the announcement or
its contents or otherwise arising in connection therewith.
Each of J.P. Morgan Securities plc, of 25 Bank Street, Canary
Wharf, London E14 5JP ("JPM" or the "Sponsor"), Morgan Stanley
& Co. International plc, of 25 Cabot Square, Canary Wharf,
London
E14 4QA ("MS" and, together with JPM, the "JGCs"), Merrill Lynch
International, of 2 King Edward Street, London EC1A 1HQ ("BofA
Securities"), and Citigroup Global Markets Limited, of Citigroup
Centre, 33 Canada Square, London E14 5LB ("Citi") is authorised by
the Prudential Regulation Authority (the "PRA") and regulated by
the FCA and the PRA in the United Kingdom. BNP Paribas of 16,
boulevard des Italiens, 75009 Paris, France ("BNPP") is authorised
and regulated by the European Central Bank and the Autorité de
Contrôle Prudentiel et de Résolution. BNP Paribas London branch is
authorised by the PRA with deemed permissions under the UK
Temporary Permissions Regime. BNP Paribas London branch is subject
to regulation by the FCA and limited regulation by the PRA. Details
of the Temporary Permissions Regime, which allows EEA-based firms
to operate in the UK for a limited period while seeking full
authorisation, are available on the FCA's website). Moelis &
Company UK LLP ("Moelis & Company"), of Condor House, 10 St
Paul's Churchyard, London, EC4M 8AL is authorised and regulated by
the FCA in the United Kingdom. Each of BNPP, BofA Securities, Citi,
JPM, MS and Moelis & Company (together, the "Banks") will be
acting exclusively for the Company and no one else in connection
with the IPO. The Banks will not regard any other person as their
client in relation to the IPO and will not be responsible to anyone
other than Company for providing the protections afforded to their
respective clients nor for giving advice in relation to the IPO,
the contents of this announcement or any transaction, arrangement
or other matter referred to herein. In connection with the
withdrawal of the UK from the European Union, the Banks may, at
their discretion, undertake their obligations in connection with
the offer of Ordinary Shares by any of their affiliates based in
the EEA.
In connection with the IPO, any of JPM, MS, Citi, BofA
Securities and BNPP (the "Underwriters" and each an "Underwriter")
and any of their affiliates, acting as investors for their own
accounts, may take up a portion of the Ordinary Shares in the IPO
as a principal position, and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for its own accounts in such
Ordinary Shares and other securities of the Company or related
investments and other securities of the Company or related
investments in connection with the IPO or otherwise. Accordingly,
references in the Prospectus, to the Ordinary Shares being issued,
offered, subscribed for, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing of or dealing by, any Underwriter and any of
its affiliates acting as an investor for its own accounts. In
addition, certain of the Underwriters or their affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for differences) with investors in connection with which the
Underwriters (or any of their affiliates) may from time to time
acquire, hold or dispose of Ordinary Shares. Neither the
Underwriters nor any of their affiliates intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
In connection with the IPO, JPM, as Stabilising Manager (the
"Stabilising Manager"), or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law
and for stabilisation purposes, on behalf of the Underwriters, over
allot Ordinary Shares up to a total of 15 per cent of the total
number of Ordinary Shares included in the Offer or effect other
transactions with a view to supporting the market price of the
Ordinary Shares or any options, warrants or rights with respect
thereto, or other interest in the Ordinary Shares or other
securities of the Company, in each case at a higher level than that
which might otherwise prevail in the open market. The Stabilising
Manager is not required to enter into such transactions and such
transactions may be effected on any securities market, over the
counter market, stock exchange or otherwise and may be undertaken
at any time during the period commencing on the date of the
conditional dealings in the Ordinary Shares on the London Stock
Exchange and ending no later than 30 calendar days thereafter.
Stabilisation transactions aim at supporting the market price of
the securities during the stabilisation period. Such stabilisation,
if commenced, may be discontinued at any time without prior notice.
If such stabilisation occurs, it will be undertaken at the London
Stock Exchange. However, there will be no obligation on the
Stabilising Manager or any of its agents to effect stabilising
transactions and there is no assurance that stabilising
transactions will be undertaken. In no event will measures be taken
to stabilise the market price of the Ordinary Shares above the
offer price. Except as required by law or regulation, neither the
Stabilising Manager nor any of its agents intends to disclose the
extent of any over allotments made and/or stabilisation
transactions conducted in relation to the IPO.
For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allotment and/or from
sales of Ordinary Shares effected by it during the stabilising
period, the Stabilising Manager has been granted an over-allotment
option (the "Over-allotment Option") by the selling shareholders,
pursuant to which it may purchase, or procure purchasers for,
additional Ordinary Shares (representing, in aggregate, up to 15
per cent of the total number of Ordinary Shares included in the
IPO) at the offer price (the "Over-allotment Shares"). The
Over-allotment Option will be exercised in whole or in part upon
notice by the Stabilising Manager at any time on or before the 30th
calendar day after the commencement of conditional dealings in the
Ordinary Shares on the London Stock Exchange. Any Over-allotment
Shares made available pursuant to the Over-allotment Option will be
made available on the same terms and conditions as Ordinary Shares
being offered pursuant to the IPO, will rank pari passu in all
respects with all other Ordinary Shares (including with respect to
pre-emption rights) and will form a single class with all other
Ordinary Shares for all purposes, including with respect to voting
and for all dividends and distributions thereafter declared, made
or paid on the ordinary share capital of the Company.
For the avoidance of doubt, the contents of the Group's website
or any website directly or indirectly linked to the Group's
website, are not incorporated by reference into, and do not form
part of, this announcement.
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; (c) local implementing measures (the "EEA Product
Governance Requirements"); and (d) Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements" and together with the EEA Product
Governance Requirements, the " Product Governance Requirements "),
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 Ordinary Shares have been subject to a product
approval process, which has determined that such Ordinary Shares
are: (i) compatible with an end target market of retail clients and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II or Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"), as
applicable; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the
purposes of the Product Governance Requirements) should note that:
the price of the 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 any contractual, legal or regulatory selling
restrictions in relation to the IPO. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters 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 Chapters 9A or 10A respectively of
COBS; 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.
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END
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