Volution Group plc Proposed placing of 32 million ordinary shares (2429E)
November 02 2015 - 8:38AM
UK Regulatory
TIDMFAN
RNS Number : 2429E
Volution Group plc
02 November 2015
Liberum Capital Limited
2 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT
Proposed placing of 32 million ordinary shares in
Volution Group plc by Windmill Holdings B.V.
Windmill Holdings B.V. ("Windmill") today announces its
intention to sell 32 million ordinary shares ("Placing Shares") in
Volution Group plc ("Volution") to institutional investors (the
"Placing"). The Placing Shares represent 16% of Volution's entire
issued share capital.
Windmill is an affiliate of funds managed and/or advised by
Towerbrook Capital Partners L.P.
The Placing will be conducted by means of an accelerated
bookbuild to institutional investors, which will be launched
immediately following this announcement.
Windmill has agreed to a 90 day lock-in in respect of the
balance of its ordinary shares in the Company.
Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner
in connection with the Placing.
The final number of Placing Shares and the price at which the
Placing Shares are to be placed will be agreed by Liberum and
Windmill at the close of the bookbuild process, and the results of
the Placing will be announced as soon as practicable thereafter.
The timing for the close of the bookbuild process shall be at the
absolute discretion of Liberum. Windmill reserves the right to sell
a greater or lesser number of shares through the Placing.
Enquiries
Liberum +44 (0)20 3100 2222
Peter Tracey
Neil Patel
Richard Bootle
Anna Hartropp
Important Notice:
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 ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S
under the US Securities Act) except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the US Securities Act and the securities laws of any relevant
state or other jurisdiction of the United States. There will be no
public offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by
Windmill or Liberum or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by Windmill or Liberum or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by
Windmill and Liberum to inform themselves about and to observe any
applicable restrictions.
Liberum, which is regulated by the Financial Conduct Authority
in the United Kingdom, is acting only for Windmill in connection
with the Placing and will not be responsible to anyone other than
Windmill for providing the protections offered to the clients of
Liberum, nor for providing advice in relation to the Placing or any
matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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