TIDMFXPO
RNS Number : 6660N
J.P. Morgan Securities PLC.
27 October 2016
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada or Japan or in any other jurisdiction in which
offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including 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.
Proposed secondary placing of shares in Ferrexpo plc
Wigmore Street Investments No. 3 Limited (the "Seller")
announces today its intention to sell approximately 70 million
ordinary shares of Ferrexpo plc (the "Company") (the "Placing
Shares"), representing approximately 11.9 per cent. of the
Company's existing issued ordinary share capital, through a placing
to institutional investors (the "Placing"). Following the Placing,
the Seller is expected to hold approximately 71 million shares,
representing approximately 12.0 per cent. of the Company's issued
ordinary share capital.
The Placing Shares will be offered to institutional investors
(the "Placees") through an accelerated bookbuild to be carried out
by J.P. Morgan Cazenove acting as Sole Bookrunner (the "Offering").
The books for the Offering are open with immediate effect.
Consistent with this, the Seller has agreed that it will not,
for a period of 90 days following the completion of the Placing,
offer, sell or otherwise transfer any shares from its remaining
shareholding in the Company subject to customary exceptions.
The sale is subject to demand, price and market conditions, and,
in particular, the number of Placing Shares may be changed. The
identity of Placees and the basis of the allocations are at the
discretion of the Seller and J.P. Morgan Cazenove. The price at
which the Placing Shares are to be placed and the final number of
Placing Shares will be agreed by the Seller and J.P. Morgan
Cazenove at the close of the bookbuilding process. The details will
be announced as soon as practicable after the close of the
bookbuilding process.
The Seller is a subsidiary of CERCL Holdings Limited, a joint
venture between the BXR Group and Mr. Zdenek Bakala and his family
interests.
Enquiries:
J.P. Morgan Cazenove +44 207 742 4000
Nicholas Hall
Charlie Walker
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the Sellers, J.P. Morgan Cazenove or any of their affiliates
that would permit an offering of the Placing Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Austraxlia, Canada
or Japan or any other jurisdiction where such an announcement would
be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession this 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.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), 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. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, and includes any relevant
implementing measure in the Relevant Member State and the
expression '2010 PD Amending Directive' means Directive 2010/73/EU.
In the United Kingdom this announcement is directed exclusively at
Qualified Investors (i) 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, as amended (the "Order") or (ii) who fall within Article
49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise
lawfully be communicated.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement 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 any such
restrictions.
In connection with the Offering, J.P. Morgan Cazenove and any of
its affiliates acting as an investor for its own account may take
up a proprietary position any Placing Shares and in that capacity
may retain, purchase or sell for their own account such Placing
Shares. In addition they may enter into financing arrangements and
swaps with investors in connection with which they may from time to
time acquire, hold or dispose of Placing Shares. J.P. Morgan
Cazenove does not intend to disclose the extent of any such
investment or transactions other than in accordance with any legal
or regulatory obligation to do so.
J.P. Morgan Cazenove, which is authorised and regulated in the
United Kingdom by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority, is acting on behalf of the
Sellers and no one else in connection with the Offering and will
not be responsible to any other person for providing the
protections afforded to any of their clients or for providing
advice in relation to any offering of the Placing Shares. J.P.
Morgan Cazenove will not regard any other person as their client in
relation to the Offering. J.P. Morgan Securities plc conducts its
UK investment banking activities as J.P. Morgan Cazenove.
This document includes 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 "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELLFVEITLDFIR
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