Peel Hunt LLP Proposed Placing of IntegraFin Shares (2156O)
September 30 2019 - 10:46AM
UK Regulatory
TIDMIHP
RNS Number : 2156O
Peel Hunt LLP
30 September 2019
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF
THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA,
JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PRESS RELEASE
United Kingdom, 30 September 2019
Accelerated bookbuilt offering of approximately 6 million
existing ordinary shares in IntegraFin Holdings plc
Michael Howard (the "Vendor") is selling approximately 6 million
existing ordinary shares of IntegraFin Holdings plc ("IntegraFin"
or the "Company") corresponding to approximately 1.8% of the
outstanding ordinary share capital of the Company. The sale will be
undertaken via an accelerated bookbuilt offering to institutional
investors (the "Offering").
The Offering is being undertaken, primarily, to enable Michael
Howard to provide seed funding for a charitable foundation and,
residually, for diversification purposes. Michael Howard continues
to be a director of the Company and his working relationship with
the group is unchanged. IntegraFin will not receive any proceeds
from the Offering.
Barclays Bank PLC ("Barclays") and Peel Hunt LLP ("Peel Hunt")
are acting as Joint Global Coordinators and Bookrunners for the
Offering and Evercore Partners International LLP ("Evercore") is
acting as Financial Adviser to the Vendor. Bookbuilding will
commence immediately. The right is reserved to close the books at
any time. The sale price of the shares and the final size of the
Offering will be determined after the books have closed.
Following completion of the Offering, the Vendor will own
approximately 11.5% of the outstanding ordinary share capital of
the Company. This residual shareholding will be subject to a 90 day
lock-up undertaking.
Enquiries:
Barclays +44 (0)20 7623 2323
Chris Madderson
Lawrence Jamieson
Peel Hunt +44 (0)20 7418 8900
Jock Maxwell Macdonald
Sohail Akbar
Evercore +44 (0)20 7653 6000
Jim Renwick
Lucy Berryman
Disclaimer
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT
BE, REGISTRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO
REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR
TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO
QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT).
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
WHICH HAVE IMPLEMENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER
WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE
"PROSPECTUS DIRECTIVE") (EACH A "RELEVANT MEMBER STATE"), NO ACTION
HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE
PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING A PUBLICATION
OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE
SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE
PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)E OF THE PROSPECTUS
DIRECTIVE ("QUALIFIED INVESTORS").
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT,
QUALIFIED INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER"), OR (II) HIGH NET WORTH ENTITIES
FALLING WITHIN ARTICLE 49(2) OF THE ORDER, OR (III) OTHER PERSONS
TO WHOM IT MAY LAWFULLY BE COMMUNICATED ("RELEVANT PERSONS"). UNDER
NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY
OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE
UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH,
RELEVANT PERSONS.
BARCLAYS IS IN THE UK AUTHORISED BY THE PRUDENTIAL REGULATORY
AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE
PRUDENTIAL REGULATORY AUTHORITY. PEEL HUNT AND EVERCORE ARE IN THE
UK IS REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. BARCLAYS, PEEL
HUNT AND EVERCORE ARE ACTING FOR THE VENDOR AND FOR NO-ONE ELSE IN
CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO
ANYONE OTHER THAN THE VENDOR FOR PROVIDING THE PROTECTIONS AFFORDED
TO CUSTOMERS OF BARCLAYS OR PEEL HUNT OR FOR AFFORDING ADVICE IN
RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR
ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS
ANNOUNCEMENT. BARCLAYS AND PEEL HUNT MAY PARTICIPATE IN THE
TRANSACTION ON A PROPRIETARY BASIS.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY PEEL HUNT ON BEHALF OF THE
VENDOR AND IS THE SOLE RESPONSIBILITY OF THE VENDOR APART FROM THE
RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON
BARCLAYS, PEEL HUNT OR EVERCORE BY THE FINANCIAL SERVICES AND
MARKETS ACT 2000, NONE OF BARCLAYS, PEEL HUNT OR EVERCORE ACCEPTS
ANY RESPONSIBILITY WHATSOEVER AND MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS
ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION
OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY THE
VENDOR, OR ON THE VENDOR'S BEHALF OR ON BARCLAYS', PEEL HUNT'S OR
EVERCORE'S BEHALF, IN CONNECTION WITH THE VENDOR OR THE
TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED
UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO
THE PAST OR FUTURE PERFORMANCE. EACH OF BARCLAYS, PEEL HUNT AND
EVERCORE ACCORDINGLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY
LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN
TORT, CONTRACT OR OTHERWISE, WHICH IT MIGHT OTHERWISE HAVE IN
RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.
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
IOEUROVRKNAKOAR
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September 30, 2019 11:46 ET (15:46 GMT)
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