TIDMFIN
RNS Number : 1489Z
Finablr PLC
15 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the Financial Conduct Authority ("FCA") and not
a prospectus and not an offer of securities for sale in any
jurisdiction, including in or into the United States, Australia,
Canada or Japan.
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 ordinary shares (the "Shares")
referred to in this announcement except on the basis of information
in the prospectus in its final form (together with any
supplementary prospectus, if published, the "Prospectus"),
including the risk factors set out therein, published by Finablr
PLC (the "Company", and together with its subsidiaries and
subsidiary undertakings, the "Group" or "Finablr") in due course in
connection with an offer of Shares in the Company and the admission
of such Shares to the premium listing segment of the Official List
of the FCA and to trading on the main market of London Stock
Exchange plc ("Admission"). A copy of the Prospectus published by
the Company will be available for inspection from Linklaters'
registered office at 1 Silk Street, London EC2Y 8HQ and on the
Company's microsite at https://investors.finablr.com/, subject to
certain access restrictions.
15 May 2019
Finablr PLC
Approval and Publication of Prospectus
Following the Announcement of Offer Price published on 15 May
2019 in connection with its initial public offering (the "Offer"),
Finablr PLC (the "Company") confirms that the Prospectus has been
approved by the UK Listing Authority and published by the Company
on 15 May 2019.
The Prospectus relates to the Admission of the Company's
ordinary shares to the Premium Listing segment of the Official List
of the FCA and to trading on the Main Market for listed securities
of London Stock Exchange PLC.
Details of the Offer are set out in the Prospectus, which will
shortly be published on the Company's microsite at
https://investors.finablr.com/. Hard copies will be available
during normal business hours at 1 Silk Street, London EC2Y 8HQ. The
Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available at:
www.morningstar.co.uk/uk/NSM.
It is expected that Admission will become effective and that
unconditional dealings will commence at 8.00 am (UK time) on 20 May
2018. The Company will trade under the ticker "FIN".
Enquiries
The Company
Finablr PLC +971 2 3073 114
Faiz Akbar Habib
Public Relations advisor to the Company
Brunswick Group +44 207 404 5959
Brian Buckley, Gill Ackers, Alex Blake-Milton
Joint Global Co-ordinators
Barclays +44 207 623 2323
Ahsan Raza, Lawrence Jamieson, Kunal Gandhi
Goldman Sachs +44 207 774 1000
Richard Cormack, Stephen Considine
J.P. Morgan Cazenove (Sole Sponsor) +44 207 742 4000
Sjoerd Leenart, Bill Hutchings, Nicholas Hall
Financial Advisor to the Company
Evercore +44 207 653 6000
Simon Elliott, Jim Renwick, Graham Copeland
Joint Bookrunners
BofA Merrill Lynch +44 207 996 9637
EFG-Hermes +971 4 363 4000
Numis +44 207 260 1000
Finablr Overview
Finablr (www.finablr.com) is a global platform which provides
Cross-Border Payments and Consumer Solutions, Consumer Foreign
Exchange Solutions and B2B and Payment Technology Solutions to
consumers and businesses in the large and growing payments and
foreign exchange market. In the year ended 31 December 2018,
Finablr processed more than 150 million transactions and the U.S.
dollar equivalent of U.S.$114.5 billion in volumes, touching over a
billion lives. As at 31 December 2018, the Group had more than 23
million retail customers and was serving over 1,500 corporate and
institutional partners, including banks, financial institutions,
supermarkets, foreign exchange specialists, mobile wallet operators
and payments and technology companies such as Google India and
WeChat Pay.
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 (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, 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 such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, securities to any person in the United States,
Australia, Canada, Japan or in any jurisdiction to whom or in which
such offer or solicitation is unlawful. The Shares referred to
herein may not be offered or sold in the United States unless
registered under the United States Securities Act of 1933 (the
"Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act.
The possible offer and sale of Shares referred to herein has not
been and will not be registered under the Securities Act or under
the applicable securities laws of Australia, Canada or Japan.
Subject to certain exceptions, the Shares referred to herein may
not be offered or sold in Australia, Canada or Japan or to, or for
the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of the
Shares in the United States, Australia, Canada, Japan, or
elsewhere.
In any member state of the European Economic Area ("EEA")
outside of the United Kingdom (each, a "Relevant Member State"),
this announcement and any offer if made subsequently is, and will
be, directed only at persons who are "qualified investors"
("Qualified Investors") within the meaning of the Prospectus
Directive (Directive 2003/71/EC and any amendments thereto,
including Directive 2010/73/EU), and any implementing measures in
each Relevant Member State (the "Prospectus Directive").
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward- looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
Each of the Company, Barclays Bank PLC, Goldman Sachs
International, J.P. Morgan Securities plc, Merrill Lynch
International, EFG-Hermes UAE Limited and Numis Securities Limited
(together the "Banks") and their respective affiliates as defined
under Rule 501(b) of Regulation D of the Securities Act
("affiliates"), expressly disclaims any obligation or undertaking
to update, review or revise any forward looking statement contained
in this announcement whether as a result of new information, future
developments or otherwise.
Any subscription or purchase of Shares in the possible Offer
should be made solely on the basis of information contained in the
Prospectus issued by the Company in connection with the Offer. The
information in this announcement is subject to change. Before
subscribing for or purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept
the risks which will be set out in the Prospectus. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
shall not form the basis of or constitute any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or
subscribe for any Shares or any other securities nor shall it (or
any part of it) or the fact of its distribution, form the basis of,
or be relied on in connection with, any contract therefor.
The Company may decide not to go ahead with the IPO and there is
therefore no guarantee that Admission will occur. You should not
base your financial decision on this announcement. 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 investments should consult an
authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning a
possible offer. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor
as to the suitability of a possible offer for the person
concerned.
None of the Banks 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, 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 the announcement or its contents or
otherwise arising in connection therewith.
Each of the Banks is acting exclusively for the Company and
no-one else in connection with the possible Offer and any other
matters set out in this announcement. They will not regard any
other person as their respective clients in relation to the
possible Offer and any other matters set out in this announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor
for providing advice in relation to the possible Offer, the
contents of this announcement or any transaction, arrangement or
other matter referred to herein.
Each of Barclays Bank PLC, Goldman Sachs International, J.P.
Morgan Securities plc and Merrill Lynch International is authorised
by the Prudential Regulation Authority and regulated by the
Prudential Regulation Authority and the Financial Conduct Authority
in the United Kingdom and each of Numis Securities Limited and
Evercore Partners International LLP is authorised and regulated by
the Financial Conduct Authority in the United Kingdom.
Ernst & Young Middle East (Abu Dhabi Branch) is acting as
reporting accountants in connection with the possible Offer.
In connection with the Offer, each of the Banks and any of their
respective affiliates, may take up a portion of the Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Shares and other securities of the Company or related investments
in connection with the Offer or otherwise. Accordingly, references
in the Prospectus 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 any of the Banks and any of their respective affiliates
acting in such capacity. In addition, the Banks and any of their
respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or
dispose of Shares. None of the Banks nor any of their respective
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. Unless otherwise indicated,
market, industry and competitive position data are estimates (and
accordingly, approximate) and should be treated with caution. Such
information has not been audited or independently verified, nor has
the Company ascertained the underlying economic assumptions relied
upon therein.
For the avoidance of doubt, the contents of the Company's
website are not incorporated by reference into, and do not form
part of, this announcement.
In connection with the Offer, J.P. Morgan Securities plc (as
"Stabilising Manager"), may (but will be under no obligation to),
to the extent permitted by applicable law, over-allot Shares up to
a maximum of 10 per cent. of the total number of the Shares or
effect other transactions with a view to supporting the market
price of the Shares at a level higher than that which might
otherwise prevail in the open market for a period of no more than
30 calendar days after the date of commencement of conditional
dealings of the shares on the London Stock Exchange. Such
transactions may be effected on the London Stock Exchange, in the
over-the-counter markets or otherwise. There is no obligation on
the Stabilising Manager to undertake stabilisation transactions.
Such transactions, if commenced, may be discontinued at any time
without prior notice and must be brought to an end no later than 30
calendar days after the date of commencement of conditional
dealings of the Shares on the London Stock Exchange (the
"Stabilisation Period"). In no event will measures be taken to
stabilise the market price of the Shares above the Offer Price.
Save as required by law, the Stabilising Manager does not intend to
disclose the extent of any stabilisation transactions under the
Offer.
For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allocations and/or
from sales of Shares effected by it during the Stabilisation
Period, one or more of the Selling Shareholders is expected to
grant to it an option (the "Over-allotment Option"), pursuant to
which the Stabilising Manager may purchase or procure purchasers
for up to a maximum of 10 per cent. of the total number of Offer
Shares at the Offer Price. The Over-allotment Option is exercisable
in whole or in part, upon notice by the Stabilising Manager, at any
time on or before the expiry of the Stabilisation Period. Any
Shares made available pursuant to the Over-allotment Option will
rank pari passu in all respects with the Shares, including for all
dividends and other distributions declared, made or paid on the
Shares, will be purchased on the same terms and conditions as the
Shares in the Offer and will form a single class for all purposes
with the
other Shares.
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 Shares have been subject to a product approval process, which
has determined that such Shares are: (a) 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 (b) 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 the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the 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 Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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May 15, 2019 09:26 ET (13:26 GMT)
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