15 May 2019 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada or Japan.
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. Investors should not subscribe for or purchase any ordinary shares (the "Shares") referred to in this announcement except on the basis of information in the prospectus in its final form (together with any supplementary prospectus, if published, the "Prospectus"), including the risk factors set out therein, expected to be published by Finablr PLC (the "Company", and together with its subsidiaries and subsidiary undertakings, the "Group" or "Finablr") in due course in connection with an offer of Shares in the Company and the admission of such Shares to the premium listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc ("Admission"). A copy of any Prospectus published by the Company will, if published, be available for inspection from Linklaters; registered office at 1 Silk Street, London EC2Y 8HQ and on the Company's microsite at https://investors.finablr.com/, subject to certain access restrictions.
15 May 2019
Finablr PLC
Announcement of Offer Price
Offer price set at 175 pence per Share
Following the intention to float announcement on 16 April 2019, Finablr PLC ("Finablr" or the "Company"), a global platform for Payments and Foreign Exchange solutions underpinned by modern and proprietary technology, today announces the successful pricing of its initial public offering (the "Offer") at 175 pence per Share (the "Offer Price"). Based on the Offer Price, Finablr's market capitalisation will be approximately £1,225 million ($1,597 million) at the commencement of conditional dealings on the Main Market of the London Stock Exchange.
Dr B. R. Shetty, Founder, Co-Chairman and Non-Executive Director, said:
"Today marks a momentous milestone for Finablr and the beginning of an exciting new era to support the company's growth and development. We are very confident about the long-term prospects of the business and remain committed to generating the greatest value for all our shareholders. I would like to take this opportunity to thank our global teams for their passion and commitment."
Promoth Manghat, Group Chief Executive Officer, said:
"We are delighted that Finablr has joined the London Stock Exchange's Main Market with a premium listing, providing a new platform from which to grow over the coming years. As a group, we have built on the strength of our technology platform to provide best in class payments experiences to consumers and businesses and we are very well positioned to capture the future opportunities ahead of us. I would like to thank our customers and partners for the trust and confidence that they have placed in us, as well as our teams for their dedication and entrepreneurial mindset, which has allowed us to reach this milestone."
Offer highlights:
§ The Offer Price has been set at 175 pence per Share, reflecting the more difficult market conditions during recent days.
§ Finablr's total market capitalisation at the commencement of conditional dealings on the London Stock Exchange will be approximately £1,225 million ($1,597 million) based on the Offer Price.
§ The Offer comprises 87.7 million new Shares issued by the Company to raise gross proceeds of £153 million ($200 million) and 87.3 million Shares being sold by the selling shareholders, equating to a total offer size of £306 million ($400 million) and representing 25 per cent of Finablr's issued share capital on Admission.
§ In addition, a further 17.5 million Shares in the Company are being made available by the selling shareholders pursuant to the over-allotment option, which, if exercised in full, would increase the number of shares in public hands to 192.5 million Shares in total and 27.5 per cent of Finablr's issued share capital.
§ Immediately following Admission, the Company's issued share capital will be 700 million Shares.
Admission and dealings:
§ Conditional dealings in Finablr Shares are expected to commence on the London Stock Exchange at 8:00 am (UK time) on 15 May 2018 under the ticker "FIN". Investors should note that only those who applied for and were allocated Shares in the Offer will be able to deal in the Shares on a conditional basis.
§ Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings is expected to take place at 8.00 am (UK time) on 20 May 2018.
§ It is expected that, subject to Admission and other conditions being met, the Company will in due course be considered eligible for inclusion in the FTSE UK Index Series.
§ Full details of the Offer will be included in the Prospectus, which is expected to be published later today and will be available on the Company's microsite (https://investors.finablr.com/).
Enquiries
The Company
Finablr PLC +971 2 3073 114
Faiz Akbar Habib
Public Relations advisor to the Company
Brunswick Group +44 207 404 5959
Brian Buckley, Gill Ackers, Alex Blake-Milton
Joint Global Co-ordinators
Barclays +44 207 623 2323
Ahsan Raza, Lawrence Jamieson, Kunal Gandhi
Goldman Sachs +44 207 774 1000
Richard Cormack, Stephen Considine
J.P. Morgan Cazenove (Sole Sponsor) +44 207 742 4000
Sjoerd Leenart, Bill Hutchings, Nicholas Hall
Financial Advisor to the Company
Evercore +44 207 653 6000
Simon Elliott, Jim Renwick, Graham Copeland
Joint Bookrunners
BofA Merrill Lynch +44 207 996 9637
EFG-Hermes +971 4 363 4000
Numis +44 207 260 1000
Finablr Overview
Finablr (www.finablr.com) is a global platform which provides Cross-Border Payments and Consumer Solutions, Consumer Foreign Exchange Solutions and B2B and Payment Technology Solutions to consumers and businesses in the large and growing payments and foreign exchange market. In the year ended 31 December 2018, Finablr processed more than 150 million transactions and the U.S. dollar equivalent of U.S.$114.5 billion in volumes, touching over a billion lives. As at 31 December 2018, the Group had more than 23 million retail customers and was serving over 1,500 corporate and institutional partners, including banks, financial institutions, supermarkets, foreign exchange specialists, mobile wallet operators and payments and technology companies such as Google India and WeChat Pay.
Important legal information
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by J.P. Morgan Securities plc solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 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 does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The possible offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, or elsewhere.
In any member state of the European Economic Area ("EEA") outside of the United Kingdom (each, a "Relevant Member State"), this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto, including Directive 2010/73/EU), and any implementing measures in each Relevant Member State (the "Prospectus Directive").
This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, Barclays Bank PLC, Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, EFG-Hermes UAE Limited and Numis Securities Limited (together the "Banks") and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute 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.
The Company may decide not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information 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 the announcement or its contents or otherwise arising in connection therewith.
Each of the Banks is acting exclusively for the Company and no-one else in connection with the possible Offer and any other matters set out in this announcement. They will not regard any other person as their respective clients in relation to the possible Offer and any other matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Each of Barclays Bank PLC, Goldman Sachs International, J.P. Morgan Securities plc and Merrill Lynch International is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom and each of Numis Securities Limited and Evercore Partners International LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom.
Ernst & Young Middle East (Abu Dhabi Branch) is acting as reporting accountants in connection with the possible Offer.
In connection with the Offer, each of the Banks and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, 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 any of the Banks and any of their respective affiliates acting in such capacity. In addition, the Banks and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of the Banks nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.
In connection with the Offer, J.P. Morgan Securities plc (as "Stabilising Manager"), may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares up to a maximum of 10 per cent. of the total number of the Shares or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a period of no more than 30 calendar days after the date of commencement of conditional dealings of the shares on the London Stock Exchange. Such transactions may be effected on the London Stock Exchange, in the over-the-counter markets or otherwise. There is no obligation on the Stabilising Manager to undertake stabilisation transactions. Such transactions, if commenced, may be discontinued at any time without prior notice and must be brought to an end no later than 30 calendar days after the date of commencement of conditional dealings of the Shares on the London Stock Exchange (the "Stabilisation Period"). In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law, the Stabilising Manager does not intend to disclose the extent of any stabilisation transactions under the Offer.
For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allocations and/or from sales of Shares effected by it during the Stabilisation Period, one or more of the Selling Shareholders is expected to grant to it an option (the "Over-allotment Option"), pursuant to which the Stabilising Manager may purchase or procure purchasers for up to a maximum of 10 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 expiry of the Stabilisation Period. Any Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares in the Offer and will form a single class for all purposes with the
other Shares.
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 Shares have been subject to a product approval process, which has determined that such Shares are: (a) 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 (b) 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 the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks 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 Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.