15 May 2019 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.
Finablr PLC
Stabilisation Notice
15 May 2019
Finablr PLC hereby gives notice that the entity undertaking stabilisation (the "Stabilising Manager") named below and its affiliates may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Stabilisation may not necessarily occur and it may cease at any time.
The securities:
| |
Issuer:
| Finablr PLC |
Shares:
| Ordinary Shares of £1.00 each (ISIN:GB00BJ7HMW26)
|
Offering size:
| 175,000,000 Ordinary Shares excluding over-allotment option |
Description: | Initial Public Offering of Ordinary Shares
|
Offer price:
| 175 pence per Ordinary Share |
Stabilisation:
| |
Stabilising Manager (and central point within the meaning of Commission Delegated Regulation 2016/1052):
| J.P. Morgan Securities plc, 25 Bank Street, London, E14 5JP, United Kingdom
|
Beginning of the stabilisation period:
| 15 May 2019 |
Stabilisation period to end no later than:
| 14 June 2019 |
Trading venue where stabilisation may be undertaken:
| London Stock Exchange |
Maximum size and conditions of use of Over-allotment Option:
| The Stabilising Manager may over-allot the securities to the extent permitted in accordance with applicable law, up to the maximum size of 17,500,000 Ordinary Shares |
Over-allotment Option:
| |
Terms: | For the purposes of allowing the Stabilising Manager to cover short positions resulting from any over-allotments and/or from sales of Shares effected by them during the stabilisation period, the Stabilising Manager has been granted an Over-allotment Option, pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares at the Offer Price. The Over-allotment Option will be 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 be purchased on the same terms and conditions as the Shares being sold in the Offer. |
Number of shares covered by Over-allotment Option
|
17,500,000 Ordinary Shares |
Duration: | The Over-allotment Option may be exercised in full or in part at any time during the stabilisation period. |
Disclaimer
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa or any other jurisdiction where such release, publication or distribution would be unlawful. This announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such an offer would be unlawful.
The securities of the Issuer 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 within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa. The release, publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.
In member states of the European Economic Area (each, a "Relevant Member State"), this announcement and any offer if made subsequently is addressed and directed only 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, and any investment activity to which it relates will only be engaged in with such persons and it should not be acted upon or relied on by anyone other than such persons.