TIDMNEX
RNS Number : 1617M
National Express Group PLC
06 May 2020
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
LEI: 213800A8IQEMY8PA5X34
For immediate release
6 May 2020
NATIONAL EXPRESS GROUP PLC
("National Express" or the "Company")
Results of the Placing
National Express announces the successful pricing of the
non-pre-emptive placing of ordinary shares in the capital of the
Company announced earlier today (the "Placing").
A total of 101,918,947 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by BofA Securities
and HSBC (together the "Joint Global Co-ordinators"), at a price of
230 pence per Placing Share (the "Placing Price"). Concurrently
with the Placing, certain members of the Board and Executive
Management Team of the Company will directly subscribe for an
aggregate of 428,782 new ordinary shares in the capital of the
Company (the "Subscription Shares" and, together with the Placing
Shares, the "New Shares"), at the Placing Price (the
"Subscription").
Together, the Placing and Subscription of 102,347,729 new
ordinary shares will raise gross proceeds of approximately GBP235
million. The Placing Price of 230 pence represents a discount of
approximately 3.4 per cent to the closing share price of 238 pence
on 5 May 2020 and a discount of approximately 3.1 per cent to the
middle market price at the time at which the Company and the Joint
Global Co-ordinators agreed the Placing Price. The Placing Shares
and Subscription Shares being issued represent together
approximately 19.99 per cent of the existing issued ordinary share
capital of National Express prior to the Placing and
Subscription.
The Company consulted with a number of its major shareholders
prior to the Placing and has respected the principles of
pre-emption as far as possible through the allocation process. The
Company is pleased by the strong support it has received from
existing shareholders and others.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the New Shares to the premium listing segment
of the Official List of the FCA and to trading on the main market
for listed securities of the LSE (together, "Admission"). It is
expected that Admission will become effective on or before 8.00
a.m. on 11 May 2020. The Placing is conditional upon, amongst other
things, Admission becoming effective and upon the placing agreement
between the Joint Global Co-ordinators and the Company not being
terminated in accordance with its terms.
The New Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Following Admission, the total number of shares in issue in
National Express will be 614,086,377. The Company does not hold any
shares in Treasury, and therefore the total number of voting rights
in National Express will be 614,086,377 following Admission, and
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The person responsible for releasing this Announcement is
Jennifer Myram, Company Secretary.
Enquiries
National Express Group PLC
Chris Davies, Group Finance Director +44 121 460 8655
Anthony Vigor, Director of Policy
and External Affairs +44 7767 425 822
BofA Securities +44 (0) 20 7628 1000
Ed Peel
David Lloyd
Daniel Burton-Morgan
Justin Anstee
HSBC +44 (0) 20 7991 8888
Sam Barnett
Richard Fagan
Robert Baker
Jon Connor
Maitland +44 (0) 20 7379 5151
Neil Bennett
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
No action has been taken by the Company, Merrill Lynch
International ("BofA Securities"), HSBC Bank plc ("HSBC" and,
together with BofA Securities, the "Banks") or any of their
respective affiliates, agents, directors, officers or employees
that would permit an offer of the New Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Shares in any jurisdiction
where action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
No prospectus will be made available in any jurisdiction in
connection with the matters contained or referred to in this
Announcement or the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation, as defined below) to be
published. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful or to
any person to whom it is unlawful to make such offer or
solicitation. No public offering of the New Shares is being made in
any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. No public offering of securities
is being made in the United States. No money, securities or other
consideration from any person inside the United States is being
solicited and, if sent in response to the information contained in
this Announcement, will not be accepted.
This Announcement is directed at and is only being distributed
to: persons whose ordinary activities involve them in acquiring,
holding, managing and disposing of investments (as principal or
agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (a) if in a
member state of the European Economic Area (the "EEA"), persons who
are qualified investors ("Qualified Investors") being persons
falling within the meaning of Article 2(e) of Prospectus Regulation
(EU) 2017/2019 (the "Prospectus Regulation"); or (b) if in the
United Kingdom, qualified investors who are (i) persons who fall
within the definition of "Investment Professional" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or (ii) persons
who fall within Article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (c) persons to
whom it may otherwise be lawfully communicated (all such persons
referred to in (a), (b) and (c) above together being referred to as
"Relevant Persons"). This Announcement must not be acted on or
relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person. Any investment
or investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the New Shares and the New Shares have not been, nor
will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. Accordingly, the New
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, the Republic of South
Africa, or Japan or any other jurisdiction in which such activities
would be unlawful.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained in the appendices to the announcement in respect of the
Placing made by the Company earlier today (the "Appendices") and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendices.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its Directors, BofA Securities and HSBC each expressly
disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so
by applicable law or regulation, the Listing Rules, MAR, the DTRs,
the rules of the LSE or the FCA.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Banks.
BofA Securities and HSBC are each authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct
Authority. Each of BofA Securities and HSBC is acting exclusively
for the Company and no one else in connection with the Placing, the
content of this Announcement and other matters described in this
Announcement. BofA Securities and HSBC will not regard any other
person as their respective clients in relation to the Placing, the
content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any
other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this
Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by BofA
Securities or HSBC or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers in connection with the Company, the New Shares or the
Placing, and any liability therefore is expressly disclaimed. No
reliance may be placed by any person for any purpose on the
information contained in this Announcement, which is subject to
change, or its accuracy, fairness or completeness.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the New Shares were made pursuant to an exemption
under the Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1)
of FSMA does not apply.
The New Shares to be issued or sold pursuant to the Placing and
the Subscription will not be admitted to trading on any stock
exchange other than the main market for listed securities of the
LSE.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
No public offering of securities will be made in connection with
the Placing in the United Kingdom, the United States or
elsewhere.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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 Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) 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 (ii) 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, BofA Securities and HSBC, in their capacity as joint
global co-ordinators, 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing 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
IOEFLFLVEFIRIII
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