TIDMNETW
RNS Number : 1081W
Network International Holdings PLC
15 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (EXCEPT
TO QIBS (AS DEFINED BELOW)), AUSTRALIA, CANADA OR JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
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
purchase any ordinary shares (the "Shares") referred to in this
announcement except on the basis of information in the prospectus
published by Network International Holdings plc (previously Network
International Holdings Limited) (the "Company", and together with
its subsidiaries and subsidiary undertakings and Network
International LLC and its subsidiaries and subsidiary undertakings,
the "Group" or "Network International") on 1 April 2019 (together
with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, 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 is available on the
Company's website at www.network.ae, subject to certain access
restrictions, and for inspection at the offices of Allen &
Overy LLP, One Bishops Square, London E1 6AD, United Kingdom.
15 April 2019
Network International Holdings plc
Admission to Trading on the London Stock Exchange
Following its announcement on 10 April 2019 of the offer price
of its initial public offering (the "Offer"), Network International
Holdings plc is pleased to announce that its entire issued ordinary
share capital of 500,000,000 Shares has today been admitted to the
premium listing segment of the Official List of the FCA and to
trading on the Main Market of the London Stock Exchange plc under
the ticker "NETW".
For further information, please contact:
Network International Holdings plc: +971 4 3032587
-- Andrew Hocking, Mona Al Gurair
Finsbury (International public relations adviser to Network
International): +44 20 7251 3801
-- Andy Parnis, Andrew Hughes
ASDA'A-BCW (Regional public relations adviser to Network
International): +971 4 450 7642
-- Tricia Kaul, Sophie McNulty
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) (except to QIBs (as defined below)),
Australia, Canada, Japan, South Africa 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 otherwise invest in,
securities to any person in the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan, South Africa or in
any jurisdiction to whom or in which such offer or solicitation is
unlawful. Any Shares referred to herein may not be offered or sold
in the United States unless registered under the United States
Securities Act of 1933, as amended (the "Securities Act") except to
persons who are qualified institutional buyers ("QIBs") as defined
in Rule 144A under the Securities Act or offered in a transaction
exempt from, or not subject to, the registration requirements of
the Securities Act. The 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, Japan or
South Africa. Subject to certain exceptions, any Shares referred to
herein may not be offered or sold in Australia, Canada, Japan or
South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan or South Africa.
There will be no public offer of the Shares in the United States,
Australia, Canada, Japan, South Africa or elsewhere.
This announcement and any offer is, and will be, directed at:
(A) if in member states of the European Economic Area (the "EEA"),
persons who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (which means EU Directive
2003/71/EC and any amendments thereto, including the amending
directive, Directive 2010/73/EU to the extent implemented in the
relevant member state and any relevant implementing measure in each
relevant member state) ("Qualified Investors"); and (B) if in the
United Kingdom, Qualified Investors who are: (i) investment
professionals having professional experience in matters relating to
investments falling under Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (C) other persons to whom it may
otherwise lawfully be communicated (all such persons referred to in
(B) and (C) together being "Relevant Persons"). Any investment or
investment activity to which this announcement relates will be
available only to Relevant Persons in the United Kingdom and
Qualified Investors in any member state of the EEA other than the
United Kingdom and will be engaged in only with such persons.
In the United Arab Emirates (the "UAE") (outside of the
financial free zones established pursuant to UAE Federal Law No. 8
of 2004), this announcement and any offer has not, and will not be,
approved by the Securities and Commodities Authority of the UAE
(the "SCA") and not is intended for circulation or distribution in
or into the UAE, other than to persons who are "Qualified
Investors", within the meaning of the SCA's Board of Directors
Decision No. 3 of 2017 Concerning the Organization of Promotion and
Introduction, to whom the materials may lawfully be
communicated.
In the Dubai International Financial Centre, this announcement
and any offer is, and will be, only addressed to and directed at
"Professional Clients" as defined in the Dubai Financial Services
Authority Rulebook, Conduct of Business Module ("COB Module"). This
announcement and any offer is not, and will not be, directed at
Retail Clients as defined in the COB Module.
In the Abu Dhabi Global Market ("ADGM"), this announcement and
any offer is, and will be, only directed at "Authorised Persons" as
defined in the ADGM Financial Services and Markets Regulations 2015
(as amended), being a person licensed by the ADGM Financial
Services Regulatory Authority. This announcement and any offer must
not be acted or relied upon by any other person in the ADGM and any
investment to which the Information relates is available only to
such persons or will be engaged in only with such persons in the
ADGM.
In the Kingdom of Saudi Arabia, this announcement is a
"securities advertisement" for the purposes of the Securities
Business Regulations (the "SBRs") as issued by the Board of the
Saudi Arabian Capital Market Authority (the "CMA") and is directed
only at authorised persons, exempt persons or institutions within
the meaning of Article 20 of the SBRs. It is not an offer document
for the purposes of the Rules on the Offer of Securities and
Continuing Obligations issued by the Board of the CMA and should
not be construed as such.
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, Citigroup Global Markets Limited, Emirates
NBD Capital Limited, J.P. Morgan Securities plc which conducts its
UK investment banking activities as J.P. Morgan Cazenove, Morgan
Stanley & Co. International plc, Barclays Bank PLC, Goldman
Sachs International, Liberum Capital Limited, Emirates NBD Capital
PSC, and Evercore Partners International LLP 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 purchase of Shares in the 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. 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 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 Offer 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 Citigroup Global Markets Limited, Emirates NBD Capital
Limited, J.P. Morgan Securities plc which conducts its UK
investment banking activities as J.P. Morgan Cazenove, Morgan
Stanley & Co. International plc, Barclays Bank PLC, Goldman
Sachs International, Liberum Capital Limited, Emirates NBD Capital
PSC, Evercore Partners International LLP 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 Citigroup Global Markets Limited, Emirates NBD Capital
Limited, J.P. Morgan Securities plc which conducts its UK
investment banking activities as J.P. Morgan Cazenove, Morgan
Stanley & Co. International plc, Barclays Bank PLC, Goldman
Sachs International, Liberum Capital Limited, Emirates NBD Capital
PSC and Evercore Partners International LLP is acting exclusively
for the Company and no one else in connection with the Offer. They
will not regard any other person as their respective clients in
relation to the Offer 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
Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein. In connection with
the withdrawal of the United Kingdom from the European Union, the
Joint Global Coordinators and/or the Joint Bookrunners may, at
their discretion, undertake their obligations in connection with
the IPO by any of their affiliates based in the European Economic
Area.
Each of Citigroup Global Markets Limited, J.P. Morgan Securities
plc which conducts its UK investment banking activities as J.P.
Morgan Cazenove, Morgan Stanley & Co. International plc,
Barclays Bank PLC and Goldman Sachs International is authorised by
the Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority in the
United Kingdom. Emirates NBD Capital Limited is regulated by the
Dubai Financial Services Authority. Liberum Capital Limited is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom. Emirates NBD Capital PSC is regulated by the
Central Bank of the UAE. Evercore Partners International LLP is
regulated by the Financial Conduct Authority in the United
Kingdom.
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 does not form
part of, this announcement.
In connection with the Offer, Citigroup (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
15 per cent. of the Shares being underwritten as part of the
Offeror 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, the Selling Shareholders have granted 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 15 per
cent. of the Shares being underwritten as part of the Offer 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 30th calendar day after the commencement of conditional
dealings in the Shares on the London Stock Exchange. 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 Joint Global Coordinators, the Joint Bookrunners
and the Co-Lead Manager 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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