TIDMFAN
RNS Number : 8728J
Volution Group PLC
18 June 2014
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA (THE "UNITED STATES") (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not an offer to sell, or a solicitation of
an offer to acquire, securities in the United States or in any
other jurisdiction. This announcement is an advertisement for the
purposes of the UK Prospectus Rules of the Financial Conduct
Authority and not a prospectus. It does not constitute an offer for
sale or subscription or to buy any securities. Investors should not
subscribe for or purchase any transferable securities referred to
in this announcement except on the basis of information in the
prospectus (the "Prospectus") intended to be published by Volution
Group plc (the "Company" and together with Windmill Topco Limited
and their respective subsidiaries, the "Group") later today in
connection with the proposed admission (after the Company has
become the ultimate holding company of the entire Group) of the
Company's ordinary shares (the "Ordinary Shares") to the premium
listing segment of the Official List of the UK Listing Authority
and to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Copies of the Prospectus will, following publication
and subject to certain access restrictions, be available for
inspection from the Company's registered office: Vent-Axia, Fleming
Way, Crawley, West Sussex, RH10 9YX and on the Company's website at
www.volutionholdings.com.
18 June 2014
Volution Group plc
Initial Public Offering - Announcement of Offer Price of 150
pence per Ordinary Share
Volution Group plc, a leading supplier of ventilation products
to the residential construction market in its core geographical
markets, being the UK, Sweden and Germany, today announces the
successful pricing of its initial public offering (the
"Offer").
Offer Highlights
-- The Offer price has been set at 150 pence per Ordinary Share (the "Offer Price").
-- Based on the Offer Price, the total market capitalisation of
the Company at the commencement of conditional dealings will be
GBP300.0 million.
-- The Offer comprises 66,666,667 Ordinary Shares representing
33.3% of the enlarged issued share capital of the Company following
completion of the Offer.
-- The Offer is expected to raise gross proceeds of
approximately GBP100.0 million for the Company and Selling
Shareholders:
-- the Company expects to receive gross proceeds of GBP72.0
million from the issue of New Shares in the Offer; and
-- Windmill Holdings B.V. (an affiliate of funds managed and/or
advised by TowerBrook Capital Partners L.P.) ("TowerBrook") and the
executive directors of the Company and certain other employees and
directors (collectively, the "Selling Shareholders") expect to
receive gross proceeds of approximately GBP28.0 million from the
sale of Existing Shares in the Offer.
-- On Admission, TowerBrook will be interested in approximately
61.4% of the Company's Ordinary Shares, which are subject to a 180
day lock-up.
-- Conditional dealings in the Ordinary Shares will commence on
the London Stock Exchange at 8.00 a.m. today under the ticker FAN
(ISIN: GB00BN3ZZ526).
-- Admission, and the commencement of unconditional dealings,
are expected to take place at 8.00 a.m. on 23 June 2014.
-- At Admission, the Company will have 200,000,000 Ordinary Shares in issue.
-- It is expected that, following Admission, the Company will
become eligible for inclusion in the FTSE UK indices.
-- In relation to the Offer, Canaccord Genuity Limited
("Canaccord Genuity") is acting as the Sole Sponsor and Joint
Bookrunner, and Liberum Capital Limited ("Liberum") is acting as
Joint Bookrunner.
Ronnie George, Chief Executive of Volution Group plc said:
"We are delighted to have achieved our objective of an IPO and
secured the support of investors for the management team and future
plans of Volution. We will continue to focus on our growth
strategy, both organically and by acquisition, providing our
customers with market leading ventilation products and our
investors with long-term value."
Enquiries
Volution Group plc +44 (0) 1709 770 000
Ronnie George, Chief Executive Officer
Ian Dew, Chief Financial Officer
Sponsor and Joint Bookrunner
Canaccord Genuity +44 (0) 20 7523 8000
Colin Christie
Piers Coombs
Peter Stewart
Chris Connors
Joint Bookrunner
Liberum +44 (0) 20 3100 2222
Peter Tracey
Neil Patel
Richard Bootle
Thomas Bective
Media Enquiries
Brunswick +44 (0) 20 7404 5959
Craig Breheny
Simone Selzer
Chris Buscombe
Notes to Editors
Except where the context otherwise requires, defined terms used
in this announcement have the meanings given to such terms in the
Prospectus to be published by the Company later today.
OFFER STATISTICS
Offer Price 150 pence
Number of Ordinary Shares being offered 66,666,667
Number of new Ordinary Shares being issued by the Company 48,000,000
Number of existing Ordinary Shares being sold by the Selling Shareholders 18,666,667
Number of Ordinary Shares in issue immediately following Admission 200,000,000
Expected market capitalisation at the Offer Price following Admission GBP300.0 million
Estimated gross proceeds of the Offer receivable by the Company GBP72.0 million
Estimated net proceeds of the Offer receivable by the Company(1) GBP63.8 million
Estimated gross proceeds of the Offer receivable by the Selling Shareholders GBP28.0 million
Estimated net proceeds of the Offer receivable by the Selling Shareholders(2) GBP26.6 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2014
Publication of Prospectus 18 June
Conditional dealings commence(3) 8.00 a.m. on 18 June
Admission and commencement of unconditional dealings 8.00 a.m. on 23 June
Crediting of uncertificated Ordinary Shares to CREST accounts(4)(5) 8.00 a.m. on 23 June
Despatch of definitive share certificates (where applicable)(4) By 7 July
Each of the times and dates in the above timetable is subject to
change. References to times are to London time unless otherwise
stated.
1) The proceeds receivable by the Company are stated after
deduction of estimated underwriting commissions and other fees,
taxes and expenses of the Offer payable by the Company, which is
expected to be approximately GBP8.2 million in aggregate (assuming
full payment of all discretionary fees and commissions). The
Company will not receive any of the net proceeds from the sale of
the existing Ordinary Shares in the Offer.
2) The proceeds receivable by the Selling Shareholders are
stated after deduction of estimated underwriting commissions and
stamp duty, which is expected to be approximately GBP1.4 million in
aggregate (assuming full payment of all discretionary fees and
commissions).
3) It should be noted that, if Admission does not occur, all
conditional dealings will be of no effect and any such dealings
will be at the sole risk of the parties concerned.
4) No temporary documents of title will be issued.
5) Save in respect of conditional dealings, settlement will be on a T+3 basis.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "plans", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology. All statements other than statements of
historical facts included in this announcement are forward-looking
statements. They appear in a number of places throughout this
announcement and include statements regarding the Directors' or the
Group's intentions, beliefs or current expectations concerning,
among other things, the Group's operating results, financial
condition, prospects, growth, expansion plans, strategies, the
industry in which the Group operates and the general economic
outlook.
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 and/or are
beyond the Group's control, and therefore are based on current
beliefs and expectations about future events.
Forward-looking statements are not guarantees of future
performance, and the Group's actual operating results, financial
condition and the development of the industry in which the Group
operates may differ materially from those made in, or suggested by,
the forward-looking statements contained in this announcement. In
addition, even if the Group's operating results, financial
condition and the development of the industry in which it operates
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.
Accordingly, potential investors should not rely on these
forward-looking statements.
Any forward-looking statements that the Group makes in this
announcement speak only as of the date of such statement, and none
of the Company, the Directors, the Selling Shareholders, Canaccord
Genuity, or Liberum or their respective affiliates undertakes any
obligation to update or revise publicly such statements unless
required to do so by applicable law, the Prospectus Rules, the
Listing Rules or the Disclosure and Transparency Rules.
Important notice
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Canaccord Genuity solely for the purposes of section 21 (2) (b)
of the Financial Services and Markets Act 2000 (as amended).
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any Shares or other securities
in any jurisdiction, including the United States, Australia, Canada
or Japan or in any jurisdiction including those in which such offer
or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any
jurisdiction. The Offer and the distribution of this announcement
and other information in connection with the Offer and Admission in
certain jurisdictions may be restricted by law and persons into
whose possession this announcement, 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. Neither this announcement nor any part of it
nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
The Offer timetable, including the publication of the Prospectus
and/or the date of Admission, may be influenced by a range of
circumstances, including market conditions. There is no guarantee
that the Prospectus will be published or that the Offer or
Admission will occur and you should not base your financial
decisions on the Company's intentions in relation to the Offer and
Admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Persons considering making
such an investment should consult an authorised person specialising
in advising on such investments. This announcement does not
constitute a recommendation concerning the Offer. The value of the
Ordinary Shares can decrease as well as increase. Potential
investors should consult a professional adviser as to the
suitability of the Offer for the person concerned. Past performance
cannot be relied upon as a guide to future performance.
This announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan or any other jurisdiction
where it is unlawful to distribute this announcement. In
particular, this announcement is not an offer of securities for
sale in the United States. The securities proposed to be offered by
the Company have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under
any securities laws of any State or other jurisdiction of the
United States, and may not be offered or sold in the United States
except pursuant to 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 referred to herein
in any jurisdiction, including in the United States, Australia,
Canada or Japan. The securities referred to herein have not been
registered under the applicable securities laws of Australia,
Canada or Japan and, subject to certain exceptions, may not be
offered or sold within Australia, Canada or Japan or to any
national, resident or citizen of Australia, Canada or Japan.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at Qualified Investors who (i) are
persons 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 (the
"Order"), (ii) are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, and (iii) to persons
to whom it may otherwise be lawful to communicate it to (all such
persons being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates is available
only to relevant persons in the United Kingdom and Qualified
Investors in any member state of the EEA other than the United
Kingdom, and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
This announcement is an advertisement for the purposes of the UK
Prospectus Rules of the Financial Conduct Authority and not a
prospectus. Any purchase or subscription of Ordinary Shares in the
proposed Offer should be made solely on the basis of the
information contained in the final Prospectus expected to be
published by the Company later today in connection with the Offer
and Admission. Copies of the Prospectus will, following
publication, be available from the Company's website at
www.volutionholdings.com, subject to applicable securities laws,
and at the Company's registered office. The information in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed for any
purposes whatsoever on the information contained in this
announcement or on its accuracy, completeness or fairness. The
information in this announcement is subject to change. However, the
Company does not undertake to provide the recipient of this
announcement with any additional information, or to update this
announcement or to correct any inaccuracies, and the distribution
of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with the Offer or
any transaction or arrangement referred to herein. This
announcement has not been approved by any competent regulatory
authority.
Canaccord Genuity and Liberum, each of which is authorised and
regulated solely by the Financial Conduct Authority, are acting
exclusively for the Company and TowerBrook and no one else in
connection with the Offer and Admission, and will not regard any
other person as its client in relation to the Offer and will not be
responsible to anyone other than the Company and TowerBrook for
providing the protections afforded to their respective clients, nor
for providing advice in relation to the Offer or the contents of
this announcement or any transaction, arrangement or other matter
referred to herein.
In connection with the Offer, Canaccord Genuity and Liberum and
any of their respective affiliates, acting as investors for their
own accounts, may subscribe for or purchase Ordinary Shares and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and
other securities of the Company or related investments in
connection with the Offer or otherwise. Accordingly, references in
the Prospectus, once published, to the Ordinary Shares being
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 Canaccord Genuity and Liberum
and any of their respective affiliates acting as investors for
their own accounts. In addition, certain of Canaccord Genuity and
Liberum or their respective affiliates may enter into financing
arrangements and swaps in connection with which they or their
affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. None of Canaccord Genuity and Liberum intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
None of Canaccord Genuity and Liberum, nor any of their
respective subsidiary undertakings, affiliates or any of their
respective partners, directors, officers, employees, advisers,
agents or any other person accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or 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 this announcement or its contents
or otherwise arising in connection therewith.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
This information is provided by RNS, the company news service
from the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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