20 May 2015 07:33
Not intended to promote the sale of any securities and not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in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 where it is unlawful to distribute this announcement or any copy of it.
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.
Placing of Shares in Allied Minds plc ("Allied Minds" or the "Company")
20 May 2015
Further to the announcement released on 19 May 2015, Invesco Asset Management Limited, in its capacity as agent for and on behalf of its discretionary managed clients ("Invesco") has sold 16 million ordinary shares of Allied Minds (the "Placing Shares") at a price of 565 pence per share, raising gross sale proceeds of £90.4 million.
The sale on behalf of Invesco was completed via an accelerated bookbuild to institutional investors conducted by Jefferies International Limited ("Jefferies") and Numis Securities Limited ("Numis") as joint bookrunners (the "Placing"). Allied Minds will not receive any proceeds from the Placing.
Following settlement of the Placing, Invesco's discretionary managed clients are expected to hold approximately 34.5 per cent. of the Company's issued share capital.
The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on a T+2 basis on 22 May 2015, subject to the satisfaction or waiver of certain customary conditions.
Invesco has indicated that, following completion of the Placing, it intends to remain a significant, long term shareholder of the Company.
Enquiries
For further information, please contact:
Jefferies: +44 (0)20 7029 8000
Simon Hardy
Graham Hertrich
Lee Morton (Syndicate)
Numis: +44 (0)20 7260 1000
Ben Stoop
Adrian Trimmings
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 Invesco Asset Management Limited ("Invesco"), by Jefferies International Limited ("Jefferies") or by Numis Securities Limited ("Numis") 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 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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. 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, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
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 for information purposes only and 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.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of Invesco or the Joint Bookrunners or any of their respective affiliates.
In connection with any offering, Jefferies and Numis and any of their respective 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. Jefferies and Numis 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.
Jefferies and Numis (the "Joint Bookrunners"), each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting on behalf of Invesco and no one else in connection with any offering of the Placing Shares and will not be responsible to any person other than Invesco 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.
Neither of the Joint Bookrunners, nor any of their respective subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisors, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions 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 this announcement or its contents or otherwise arising in connection therewith.
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, such as 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-lookingstatements are subject to risks relating to future events and assumptions relating to the Company'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 realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.