4 Aug 2021 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION.
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.
This announcement contains inside information.
4 August 2021
Results of the secondary placing in DWF Group plc (the "Company" or "DWF")
Further to the announcement on 3 August 2021, Equiniti Financial Services Limited (the "Selling Shareholder") announces that it has successfully sold, in aggregate, 13,335,288 ordinary shares in the Company (the "Placing Shares") on behalf of certain DWF partners, their connected persons and employees at a price of 102 pence per share which represents approximately 4.1% of the Company's issued share capital (the "Placing").
The Placing was significantly oversubscribed, and the new shares have been acquired by both new and existing investors.
Two of the DWF partner sellers were Michele Cicchetti and Seema Bains, both Partner Directors on the PLC Board. Michele and Seema sold 184,999 and 262,746 shares respectively.
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019.
Enquiries:
Jefferies - Global Coordinator and Bookrunner +44 (0)20 7029 8000
Max Jones / William Brown
Lee Morton / Oliver Berwin
Stifel - Global Coordinator and Bookrunner +44 (0)20 7710 7600
Stewart Wallace / Tom Marsh
John Mennis / Reema Arya
Zeus - Global Coordinator and Bookrunner +44 (0) 203 829 5000
Dominic King / Dan Bate
IMPORTANT NOTICE
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares 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, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
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
Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in the United Kingdom and in any member state of the European Economic Area, persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"); and (2) in the United Kingdom, Qualified Investors who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made ("relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.
No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, any of Selling Shareholders, Jefferies International Limited, Jefferies GmbH (together ("Jefferies"), Stifel Nicolaus Europe Limited ("Stifel"), Zeus Capital Limited ("Zeus") or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Placing, Jefferies, Stifel, Zeus, or any of their Affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Jefferies, Stifel, Zeus and any of their Affiliates acting as investors for their own accounts. Jefferies, Stifel, and Zeus do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Bookrunners. The Bookrunners reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements (or such requirements as they form part of UK law) and in accordance with allocation policies.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, Stifel, Zeus, or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company's securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.
Stifel Nicolaus Europe Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Jefferies International Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Jefferies GmbH is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Zeus Capital Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Stifel, Jefferies and Zeus are acting on behalf of the Selling Shareholder and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Stifel, Jefferies and Zeus will not regard any other person as their client in relation to the Placing.
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, including 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-looking statements 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 oil and gas 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the ordinary shares in the Company (the "Ordinary Shares") are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies, Stifel, and Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.