Not for publication or distribution directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa or in any other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 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.
9 May 2012
Proposed placing of shares in Reckitt Benckiser
JAB Holdings B.V. ("JAB") announces today its intention to sell 36,000,000 ordinary shares of Reckitt Benckiser Group plc ("Reckitt Benckiser", or the "Company") (the "Placing Shares"), representing approximately 4.9 per cent. of the Company's existing issued ordinary share capital (the "Placing").
The sale of the Placing Shares reflects JAB's desire to diversify its portfolio and invest in new opportunities. Reckitt Benckiser remains JAB's most important investment.
JAB is a strong believer in Reckitt Benckiser's new management team and its recently announced strategy for continued outperformance and has confidence in the Company's outlook and prospects. Additionally, JAB remains focused on retaining its representative on Reckitt Benckiser's board, with a minimum shareholding of at least 10 per cent..
Consistent with this, JAB has undertaken to BofA Merrill Lynch ("BofAML") that it will not, for a period of 365 days, make any further disposals from its remaining holding in Reckitt Benckiser, following the completion of the Placing.
The Placing Shares will be placed with institutional shareholders (the "Placees") through an accelerated bookbuild to be carried out by BofAML acting as sole bookrunner.
The identity of Placees and the basis of the allocations are at the discretion of JAB and BofAML. The price at which the Placing Shares are to be placed will be agreed by JAB and BofAML at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.
BofA Merrill Lynch
Federico Aliboni +44 20 7995 2783
Rupert Hume-Kendall +44 20 7996 2441
Oliver Holbourn +44 20 7995 3700
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 the seller or Merrill Lynch International 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 possessions), Australia, Canada, Japan or 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.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration there under or pursuant to an available exemption there from. 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 of the Placing Shares, Merrill Lynch International and any of its affiliates acting as an investor for their 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. They 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.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting on behalf of the seller 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 its clients or for providing advice in relation to any offering of the Placing Shares. Merrill Lynch International will not regard any other person as its client in relation to the offering of the Placing Shares.
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