Goldman Sachs International Stabilisation Notice (3834N)
January 29 2021 - 5:18AM
UK Regulatory
TIDMUK17 TIDMDOCS
RNS Number : 3834N
Goldman Sachs International
29 January 2021
Not for distribution, directly or indirectly, in or into the
United States or any jurisdiction in which such distribution would
be unlawful.
Dr. Martens plc
Stabilisation Notice
29 January 2021
Goldman Sachs International hereby gives notice that the entity
undertaking stabilisation (the "Stabilisation Manager" named below
and its affiliates) may stabilise the offer of the following
securities in accordance with Regulation (EU) No 596/2014 (Market
Abuse Regulation) and Commission Delegated Regulation (EU)
2016/1052, in each case as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018. Stabilisation
transactions aim at supporting the market price of the Securities
during the Stabilisation Period. Stabilisation may not necessarily
occur and it may cease at any time.
The securities:
Issuer: Dr. Martens plc
-------------------------------------------------------
Securities: Ordinary registered shares ("ORDs" or "Ordinary
Shares") of the Issuer (ISIN: GB00BL6NGV24
)
-------------------------------------------------------
Offering size: 350,000,035 Ordinary Shares (excluding the
over-allotment option)
-------------------------------------------------------
Offer Price: 370 pence per Offer Share
-------------------------------------------------------
Stabilisation:
Stabilisation Manager Goldman Sachs International, Plumtree Court,
(and central point 25 Shoe Lane, London EC4A 4AU
within the meaning Contact: Luke Hicks; telephone: +44 (0)20 7552
of Commission Delegated 1169
Regulation (EU)
2016/1052):
-------------------------------------------------------
Beginning of the 29 January 2021
Stabilisation Period:
-------------------------------------------------------
Stabilisation Period 28 February 2021
to end no later
than:
-------------------------------------------------------
Trading venue where London Stock Exchange ("LSE"), BATS, Chi-X
stabilisation may
be undertaken:
-------------------------------------------------------
Over-allotment & Greenshoe Option:
Terms: In connection with the offering (the "Offer"),
the Stabilisation Manager, or any of its agents,
may (but will be under no obligation to), to
the extent permitted by applicable law, over-allot
Ordinary Shares sold in the Offer (the "Offer
Shares") or effect other stabilisation transactions
with a view to supporting the market price
of the Ordinary Shares at a level higher than
that which might otherwise prevail in the open
market pursuant to an over-allotment option
granted to it in connection with the Offer
(the "Over-allotment Option"). The Stabilisation
Manager is not required to enter into such
transactions and such transactions may be effected
on any securities market, over-the-counter
market, stock exchange or otherwise and may
be undertaken at any time during the period
commencing on the date of the commencement
of conditional dealings in the Ordinary Shares
on the London Stock Exchange and ending no
later than 30 calendar days thereafter. However,
there will be no obligation on the Stabilisation
Manager or any of its agents to effect stabilising
transactions and there is no assurance that
stabilising transactions will be undertaken.
Such stabilisation, if commenced, may be discontinued
at any time without prior notice. In no event
will measures be taken to stabilise the market
price of the Ordinary Shares above the offer
price of 370 pence per Offer Share. Except
as required by law or regulation, neither the
Stabilisation Manager nor any of its agents
intends to disclose the extent of any over-allotments
made and/or stabilisation transactions conducted
in relation to the Offer.
In connection with the Offer, the Stabilisation
Manager may, for stabilisation purposes, over-allot
Ordinary Shares up to a maximum of 15% of the
total number of Offer Shares comprised in the
Offer (the "Over-allotment Shares").
The Over-allotment Option is exercisable in
whole or in part, upon notice by the Stabilisation
Manager, at any time on or before the 30(th)
calendar day after the commencement of conditional
dealings in the Ordinary Shares on the London
Stock Exchange. Any Over-allotment Shares made
available pursuant to the over-allotment arrangement
will rank pari passu in all respects with all
other Ordinary Shares, including for all dividends
and other distributions declared, made or paid
on the Ordinary Shares, will be purchased on
the same terms and conditions as the Offer
Shares being issued or sold in the Offer and
will form a single class for all purposes with
the other Ordinary Shares.
-------------------------------------------------------
Number of shares 52,500,005 Ordinary Shares
covered by Over-allotment
Option:
-------------------------------------------------------
Duration: This option may be executed at any time during
the Stabilisation Period.
-------------------------------------------------------
Disclaimer
In connection with the offer of the above securities, the
Stabilisation Manager or any of its agents may over-allot the
securities or effect transactions with a view to supporting the
market price of the securities at a level higher than that which
might otherwise prevail. However, there is no assurance that the
Stabilisation Manager or any of its agents will take any
stabilisation action and any stabilisation action, if begun, may be
ended at any time.
This announcement is for information only and does not
constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice
in any jurisdiction in which such an offer or solicitation is
unlawful, including without limitation, the United States,
Australia, Canada, or Japan. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement and the information contained herein, is not
an offer of securities for sale in, and is not for transmission to
or publication, distribution or release, directly or indirectly, in
the United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia) (the "United States"). The securities being
offered have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under
any applicable securities laws of any state or other jurisdiction
of the United States and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United
States unless registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements and in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. No public offering of the securities discussed herein is
being made in the United States.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) (i) are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order 2005
(the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of
the Order (and only where the conditions contained in those
Articles have been, or will at the relevant time be, satisfied);
and (B) are "qualified investors" within the meaning of Article 2
of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of retained EU law as defined in the EU (Withdrawal) Act
2018 (all such persons together being referred to as "Relevant
Persons"). In the European Economic Area (the "EEA"), this
announcement is addressed only to and directed only at, persons in
member states who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation (Regulation ((EU)
2017/1129) ("Qualified Investors"). This announcement must not be
acted on or relied on (i) in the United Kingdom, by persons who are
not Relevant Persons, and (ii) in any member state of the EEA, by
persons who are not Qualified Investors. Any investment or
investment activity to which this announcement relates is available
only to: (i) in the United Kingdom, Relevant Persons; and (ii) in
any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons.
END
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