29 Sep 2017 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
For Immediate Release
This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Charter Court Financial Services Group plc ("Charter Court" or the "Company" and, together with its subsidiaries, the "Group") in due course in connection with the global offer of its ordinary shares (the "Shares") and the proposed admission of its Shares to the premium listing segment of the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities (the "Main Market") of London Stock Exchange plc (the "London Stock Exchange" together, "Admission"). Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office: 2 Charter Court, Broadlands, Wolverhampton WV10 6TD and on the Company's website at http://www.chartercourtfs.co.uk.
29 September 2017
Charter Court Financial Services Group plc
Offer Price set at 230p per Share
Charter Court today announces that the offer price for Shares ("Shares") sold in its initial public offering (the "Global Offer") has been set at 230p per Share.
· The implied market capitalisation of Charter Court at the commencement of conditional dealing will be approximately £550 million.
· The Global Offer comprises 86,956,515 existing Shares and 8,695,652 newly issued Shares representing approximately 40 per cent of Charter Court's total share capital on Admission, valuing the Global Offer at £220 million.
‒ The Company will receive approximately £20 million of gross proceeds from the Global Offer.
· In addition, an over-allotment option over up to 14,347,825 Shares, representing up to 15 per cent of the Global Offer size, has been granted by Elliott International L.P. and Elliott Associates L.P. (the "Major Shareholders").
· At Admission, the Company will have 239,130,419 shares in issue.
· Various funds managed by Old Mutual Global Investors (UK) Limited ("Old Mutual") have in aggregate agreed to acquire 43,500,000 Shares under the Global Offer with a value of approximately £100 million at the Offer Price, representing 18.2 percent of Charter Court's total share capital on Admission.
· Assuming no exercise of the over-allotment option, the Major Shareholders will hold 53.9 percent of Charter Court's total share capital on Admission.
· Conditional dealings in the Shares on the London Stock Exchange will commence at 8am today under the ticker CCFS (ISIN: GB00BD822578; SEDOL BD82257).
· Admission to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange and the commencement of unconditional dealings in the Shares are expected to take place at 8.00 am on 4 October 2017.
· Barclays Bank PLC, acting through its investment bank ("Barclays") is Sponsor in connection with the Global Offer and Barclays and RBC Europe Limited ("RBC Capital Markets") are Joint Global Coordinators and, together with Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited) ("Keefe, Bruyette & Woods"), are Joint Bookrunners. Peel Hunt LLP ("Peel Hunt") is Manager (Barclays, RBC Capital Markets, Keefe, Bruyette & Woods and Peel Hunt, together the "Banks")
Comment
Ian Lonergan, CEO of Charter Court Financial Services, said:
"Today's announcement reflects the high level of investor interest shown in our IPO and is a clear endorsement of Charter Court's business, track record, strategy and prospects. I welcome all of our new shareholders and look forward to sharing with them the next exciting stage of our development as we seek to take advantage of the further opportunities we see in our specialist mortgage markets and drive sustainable growth and attractive risk adjusted returns."
Ends
Enquiries
Citigate Dewe Rogerson | Tel: 020 7638 9571 |
Grant Ringshaw | |
Andrew Hey | |
Jos Bieneman |
Sponsor, Joint Global Coordinator and Joint Bookrunner | Tel: 020 7623 2323 |
Barclays | |
Tom Lewin | |
Lawrence Jamieson | |
Rubaba Khan |
Joint Global Coordinator and Joint Bookrunner | Tel: 020 7653 4000 |
RBC Capital Markets | |
Oliver Hearsey | |
Marcus Jackson | |
Gaurav Patel |
Joint Bookrunner | Tel: 020 7663 3160 | |
Keefe, Bruyette & Woods, a Stifel Company | ||
Charles Lucas | ||
Dennis Towers | ||
Manager | Tel: 020 7418 8900 | |
Peel Hunt LLP | ||
Indy Bhattacharyya | ||
Jock Maxwell Macdonald | ||
IPO Consultant | Tel: 077 9550 5663 |
OGG Consulting | |
Oliver Greaves |
Notes to Editors
Availability of Prospectus
A copy of the Prospectus, once published, will be available from the Company's registered office at 2 Charter Court, Broadlands, Wolverhampton WV10 6TD and on the Company's website at http://www.chartercourtfs.co.uk.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event | Time and Date |
Publication of the Prospectus | 29 September 2017 |
Commencement of conditional dealings in Ordinary Shares on the London Stock Exchange | 8.00 a.m. on 29 September 2017 |
Admission and commencement of unconditional dealings in Ordinary Shares on the London Stock Exchange | 8.00 a.m. on 4 October 2017 |
CREST accounts credited in respect of uncertificated shares | 8.00 a.m. on 4 October 2017 |
Share certificates in respect of certificated Ordinary Shares despatched | By 11 October 2017 |
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Notes:
(1) It should be noted that if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.
(2) No temporary documents of title will be issued.
GLOBAL OFFER STATISTICS
Offer Price per Ordinary Share | 230 pence |
Number of New Ordinary Shares to be issued by the Company pursuant to the Global Offer(1) | 8,695,652 |
Number of Existing Ordinary Shares to be sold by the Selling Shareholders pursuant to the Global Offer (excluding the Over-allotment Option) | 86,956,515 |
Total number of Offer Shares | 95,652,167 |
Number of Ordinary Shares subject to the Over-allotment Option(2) | 14,347,825 |
Number of Ordinary Shares in issue immediately following Admission(1) | 239,130,419 |
Percentage of the Company's enlarged issued Ordinary Share capital to be sold pursuant to the Global Offer(1) | 40.0% |
Estimated net proceeds of the Global Offer receivable by the Company(1) (4) | £17.3 million |
Estimated net proceeds of the Global Offer receivable by the Selling Shareholders(3), (5) | £192.7 million |
Expected market capitalisation of the Company at the Global Offer Price following Admission(6) | approximately £550 million |
Ticker Symbol | CCFS |
SEDOL Code | BD82257 |
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Notes:
(1) Including the 152,173 Ordinary Shares to be issued by the Company on Admission to meet proposed subscriptions by certain of the Non-Executive Directors for Ordinary Shares representing £350,000 at the Offer Price in aggregate.
(2) The maximum number of Ordinary Shares subject to the Over-allotment Option will be 15 percent of the Offer Shares.
(3) Assuming no exercise of the Over-allotment Option.
(4) Net proceeds receivable by the Company are stated after taking into account underwriting commissions, other estimated fees and expenses relating to the Global Offer and VAT of approximately £2.7 million. The Company will not receive any of the proceeds from any sale of Existing Ordinary Shares by the Selling Shareholders in the Global Offer.
(5) Net proceeds receivable by the Selling Shareholders are stated after deduction of underwriting commissions and other expenses of approximately £7.2 million.
(6) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will equal or exceed the Offer Price.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase any securities in the United States or any other 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 to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
Forward Looking Statements
Certain information contained in this announcement, including any information as to the strategy, plans or future financial or operating performance of the Group constitutes "forward-looking statements". These forward-looking statements can be identified by the use of terminology such as, "aims", "anticipates", "assumes", "believes", "budgets", "could", "contemplates", "continues", "estimates", "expects", "intends", "may", "plans", "predicts", "projects", "schedules", "seeks", "shall", "should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs and current expectations of the Directors or the Group concerning, among other things, the results of operations, financial condition, prospects, growth, strategies and dividend policy of the Company and the industries in which it operates.
These forward looking statements and other statements contained in this announcement regarding matters that are not historical facts are not guarantees of future performance and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. No assurance can be given that such future results will be achieved: actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement are made only as of the date of this announcement. The Company, the Directors, the Selling Shareholders, the Sponsor and the Banks expressly disclaim any obligation or undertaking to update these forward-looking statements contained in this announcement to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules. You are cautioned against placing undue reliance on any forward-looking statement in this announcement.
Important Notice
The contents of this announcement, which has been prepared and issued by and is the sole responsibility of the Company, has been approved by Barclays Bank PLC, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) ("FSMA").
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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 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 1993, as amended, and may not be offered or sold in the United States, except pursuant to an application exemption from registration. No public offering of securities is being made in the United States.
Any subscription or purchase of Shares in the Global Offer will be made solely on the basis of the information contained in the final Prospectus to be published by the Company in due course in connection with the proposed admission of its Shares to the premium listing segment of the Official List and to tranding on the Main Market of the London Stock Exchange. Before purchasing the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The Global Offer timetable, including the publication of the Prospectus and/or the date of Admission, may be influenced by a range of circumstances, including market conditions. There is no guarantee that the Prospectus will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Global Offer for the person concerned.
Each of Barclays and RBC Capital Markets is authorised by the UK Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA. Keefe, Bruyette & Woods and Peel Hunt are authorised and regulated by the FCA. Each of the Banks is acting exclusively for the Company and no one else in connection with the Global Offer and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Global Offer, each of the Banks and any of their respective affiliates, acting as an investor for its or their own account(s), may acquire Shares, and in that capacity may retain, purchase, subscribe for, sell, offer to sell or otherwise deal for its or their own account(s) in Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in this announcement to the Shares being offered, acquired, subscribed for, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, subscription, dealing or placing by, each of the Banks and any of their respective affiliates acting as an investor for its or their own account(s). None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in connection with the Global Offer, certain of the Banks may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Shares are used as collateral, that could result in such Banks acquiring shareholdings in the Company.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors, the Selling Shareholders or any other person, in connection with the Company, the Shares, the Selling Shareholders or the Global Offer and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of the Banks accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
The Banks and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to the Company and/or the Selling Shareholders for which they would have received customary fees. The Banks and any of their respective affiliates may provide such services to the Company and/or the Selling Shareholders and any of their respective affiliates in the future.
In connection with the Global Offer, RBC Capital Markets, as the Stabilising Manager (the "Stabilising Manager"), or any of its agents or affiliates, may (but will be under no obligation to), for stabilisation purposes and to the extent permitted by applicable law, over-allot Shares up to a maximum of 15 per cent of the total number Offer Shares or effect other transactions to support the market price of the Shares, in each case at a higher level than that which might otherwise prevail in the open market.
The Stabilising 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 from the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there is no obligation on the Stabilising Manager (or any other person or any of their agents or affiliates) 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 Shares above the offer price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents or affiliates intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.
To allow the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilising period, the Major Shareholders have granted the Stabilising Manager the Over-allotment Option, pursuant to which the Stabilising Manager may purchase (or procure purchasers for) additional existing Shares representing in aggregate up to a maximum of 15 per cent. of the total number of Offer Shares at the Offer Price. The Over-allotment Option is exercisable, in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank equally in all respects with the other Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be sold on the same terms and conditions as the Shares being offered pursuant to the Global Offer and will form a single class for all purposes with the other Shares.
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 document may not conform exactly with the total figure given.