NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.
ROYAL MAIL plc
UBS Limited (contact: Gareth McCartney ; telephone: 0044 20756 82227) hereby gives notice that the Stabilisation Manager named below may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6) and MAR 2.3.5 (1) of the Financial Conduct Authority Code of Market Conduct
Royal Mail plc
Ordinary Shares of 1p each
Initial Public Offering
Stabilisation period expected to start on:
8am 11 October 2013
Stabilisation period expected to end no later than:
Close of business 8 November 2013
Maximum size of over-allotment facility:
Conditions of use of over-
May be exercised in whole or in part by the Stabilisation Manager, to the extent permitted by applicable law, at any time during the period commencing with conditional dealings and ending 30 days thereafter
Equivalent to up to 15% of the offering
30 days from the start of conditional dealings (ending close of business 8 November 2013)
Conditions of use of over-allotment option:
May be exercised by the Stabilisation Manager in whole or in part from time to time from 8am 11 October 2013 to close of business 8 November 2013
In connection with its Stabilisation activities Postal Services Holding Company plc has granted UBS Limited, on behalf of the Underwriters, an over-allotment option, exercisable once for a period of 30 days after 11 October 2013 which, if exercised will require Postal Services Holding Company plc to sell up to 15 per cent. of the aggregate number of Offering Shares available in the Offering (before any exercise of the Over-allotment Option) at the Offer Price to cover short positions arising from such over-allotments (if any) and/or sales of shares effected by it during the Stabilisation period.
UBS Limited has agreed with Postal Services Holding Companyplc that any over-allotment of the Offering Shares by it or any of its agents will be up to a maximum of 15 per cent. of the total number of the Offering Shares (before any exercise of the Over-allotment Option).
Number of Offering Shares: 521,739,130
Number of Shares subject to the over-allotment option: 78,260,870
In connection with the offer of the above securities, 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 the securities or effect other transactions with a view to supporting the market price of the securities at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager will not be 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 11 October 2013 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 stabilising measures, 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 Shares above the offer price. Save 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 of securities.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
This announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for 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.
Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States and, subject to certain exceptions, may not be offered or sold within the United States.
Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Canada, Japan or Australia or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant laws of such jurisdiction.
The offer of the above securities and the distribution of this announcement and other information in connection with the admission and offer of the above securities in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of Royal Mail plc have been, or will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
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