TIDMPLND
RNS Number : 6028E
J.P. Morgan Securities PLC.
11 February 2015
Not for publication, distribution or release directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or Republic of South Africa 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, Japan or Republic of South Africa. 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
Warburg Pincus LLC Completes Partial Sale of Poundland Ordinary
Shares
On 10 February 2015, Warburg Pincus LLC ("Warburg Pincus")
announced its intention to sell part of its shareholding in
Poundland Group plc ("Poundland")via an offering that was
anticipated to comprise approximately 25 million Poundland ordinary
shares (the "Offering"). Following strong demand, Warburg Pincus
decided to increase the size of the Offering to 35 million
Poundland ordinary shares and announces that the shares have been
placed at a price of GBP 405 pence per share, raising gross
proceeds of approximately GBP142 million.
Warburg Pincus now holds approximately 41 million ordinary
shares of Poundland, representing approximately 16.4% of the issued
ordinary share capital.
Warburg Pincus has undertaken not to dispose of any further
Poundland shares without the consent of JP Morgan Cazenove and
Credit Suisse Securities (Europe) Limited, as Joint Bookrunners for
the Offering, for a period of 90 days following completion of the
Offering.
Enquiries
For further information please contact:
JP Morgan Cazenove +44 207 742 4000
Greg Chamberlain: +44 207 134 3390
Barry Meyers: +44 207 134 3303
Credit Suisse Securities (Europe) Ltd +44 207 888 5392
Nick Williams +44 207 888 2337
George Maddison +44 207 888 6510
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 Warburg Pincus LLC or by J.P. Morgan Securities plc or Credit
Suisse Securities (Europe) Limited (together, the "Joint
Bookrunners") or any of their respective 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), Australia, Canada,
Japan or Republic of South Africa 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, to the extent implemented
in a Relevant Member State), 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 any offering, the Joint Bookrunners and any
of their respective affiliates acting as an investor for its own
account may take up as 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. The Joint Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
The Joint Bookruners, each of which is authorised and regulated
in the United Kingdom by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority, are acting on behalf
of Warburg Pincus and no one else in connection with any offering
of the Placing Shares 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. The Joint Bookrunners will not regard any other
person as their client in relation to the offering of the Placing
Shares.
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 Poundland'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 realized. 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
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