IntegraFin Holdings Regulatory News (IHP)

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 purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by IntegraFin Holdings plc ("IntegraFin" or the "Company" and, together with its subsidiaries, the "Group") in due course in connection with the 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 at the Company's registered office: 29 Clement's Lane, London EC4N 7AE and on the Company's website at www.integrafin.co.uk.

27 February 2018

IntegraFin Holdings plc

Offer Price set at 196p per Share

IntegraFin Holdings plc ("IntegraFin" or the "Company") today announces that the offer price for Shares sold in its initial public offering (the "Offer" or "IPO") has been set at 196p per Share.

· The implied market capitalisation of IntegraFin at the commencement of conditional dealings will be approximately £649.4 million. 

· The Offer comprises 90,631,302 existing Shares, representing approximately 27 per cent. of IntegraFin's total issued share capital on Admission, valuing the Offer at £177.6 million.

· At Admission, the Company will have 331,322,014 Shares in issue.

· Conditional dealings in the Shares on the London Stock Exchange will commence at 8am today under the ticker IHP (ISIN: GB00BD45SH49; SEDOL: BD45SH4). 

· 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 a.m. on 2 March 2018.

· Peel Hunt LLP ("Peel Hunt") has been appointed as sponsor ("Sponsor"), sole bookrunner and broker to the Company. Evercore Partners International LLP ("Evercore") has been appointed as financial adviser ("Financial Adviser") to the Company. 

Comment

Ian Taylor, CEO of IntegraFin, said:

"We have been delighted with the response IntegraFin has received from investors and welcome them to our business. It is 19 years since our foundation as the UK's first B2B platform company and the support we have received to date is a strong reflection of our successful growth since inception. We are proud to have built such a business and look forward to maintaining the high levels of service to our clients and building valuable, long-term relationships with our shareholders."

Patrick Snowball, Chairman of IntegraFin said:

"IntegraFin, as a pioneer in wrap services in the UK, has created an enviable position in the fast-growing platform market. As a board we are confident that the business will thrive as a member of the London Stock Exchange and continue to deliver value to shareholders."

Ends

Enquiries

Peel Hunt +44 (0)20 7418 8900

Jock Maxwell Macdonald

Indy Bhattacharyya

Guy Wiehahn

Rishi Shah

Evercore +44 (0)20 7653 6000

Ollie Clayton

Jim Renwick

Demetris Efthymiou

Lucy Wylde

Lansons +44 (0)20 7566 9729

Tony Langham

Rollo Crichton-Stuart

Maddy Morgan-Williams

Eva Murphy

Shiv Talwar

Notes to Editors

Availability of Prospectus

A copy of the Prospectus, once published, will be available from the Company's registered office at 29 Clement's Lane, London EC4N 7AE and on the Company's website at www.integrafin.co.uk.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

_____________________

Notes:

(1) All references to times are to London times. Each of the times and dates in the above timetable are indicative only and subject to change without further notice.  

(2) 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.

OFFER STATISTICS

Notes:

(1) The estimated aggregate gross proceeds receivable by the Selling Shareholders are stated without the deduction of the following amounts incurred by the Selling Shareholders: (i) placing commissions payable by the Selling Shareholders to Peel Hunt in connection with the Offer (which are estimated to be approximately £1.8 million (in aggregate and inclusive of amounts in respect of VAT)); and (ii) amounts in respect of UK stamp duty and SDRT payable by the Selling Shareholders in connection with the Offer (which are estimated to be approximately £0.9 million in aggregate).

(2) The estimated net proceeds receivable by the Selling Shareholders are stated after deduction of placing commissions and applicable taxes of approximately £2.7 million in aggregate.

(3) Calculated on the basis of the number of Shares in issue at Admission. The market capitalisation of the Company at any given time will depend on the market price of the Shares at that time. There can be no assurance that the market price of a Share will be equal to or exceed the Offer Price.

Forward-looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the current beliefs and expectations of the directors of the Company (the "Directors") about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "targets" or "anticipates" or the negative of those terms, other variations on those terms 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 or 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 industry in which it operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. 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 and Peel Hunt expressly disclaim any obligation or undertaking to update the 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 of the Financial Conduct Authority ("FCA"). Prospective investors should specifically consider the factors identified in the Prospectus which could cause actual results to differ from those indicated in or suggested by the forward-looking statements in this announcement before making an investment decision.

Important Notice

This announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Peel Hunt solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).This is a financial promotion and is not intended to be investment advice.

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.

Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, into the United States, New Zealand, Australia, Canada, Japan or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, New Zealand, Australian, Canadian, Japanese or South African securities laws. The 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, any such restrictions.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or other securities in the United States, New Zealand, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, 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. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The IPO timetable, including the date of Admission, may be influenced by things such as market conditions. There is no guarantee that the Offer and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned. Past performance cannot be relied upon as a guide to future performance.

This announcement is not for 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), New Zealand, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where it is unlawful to distribute this announcement. In particular, this announcement is not an offer of securities for sale in the United States. The securities proposed to be offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not and will not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities proposed to be offered will be offered and sold outside the United States in "offshore transactions" exempt from the registration requirements of the Securities Act in reliance on Regulation S, or another exemption from, or in, a transaction not subject to the registration requirements of the Securities Act.  There will be no public offer of the securities referred to herein in any jurisdiction, including in the United States, New Zealand, Australia, Canada, Japan or the Republic of South Africa. The securities referred to herein have not been registered under the applicable securities laws of New Zealand, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within New Zealand, Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of New Zealand, Australia, Canada, Japan or the Republic of South Africa.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus. This announcement has not been approved by any competent regulatory authority.

Peel Hunt is authorised and regulated in the UK by the FCA and is acting exclusively for the Company, and no one else, in connection with the Offer and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offer and Admission, the contents of this announcement or any transaction or arrangement referred to in this announcement. Peel Hunt and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which it would have received customary fees. Peel Hunt and its affiliates may provide such services to the Company or members of the Group in the future.

Evercore is authorised and regulated in the UK by the FCA and is acting exclusively for the Company, and no one else, in connection with the Offer and Admission and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offer and Admission, the contents of this announcement or any transaction or arrangement referred to in this announcement. Evercore and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, for which it would have received customary fees. Evercore and its affiliates may provide such services to the Company or members of the Group in the future.

Apart from the responsibilities and liabilities, if any, which may be imposed on them by FSMA or the regulatory regime established thereunder, neither Peel Hunt, Evercore nor any of its or their subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisers, 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, the Shares, the Offer or Admission 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.

In connection with the Offer, Peel Hunt and any of its affiliates, acting as an investor for its or their own account(s), may purchase Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Shares, any other securities of the Company or other related investments in connection with the Offer or otherwise. Accordingly, references in this announcement and the Prospectus once published to the Shares being offered, sold, purchased, acquired, placed or otherwise dealt with should be read as including any offer or sale to, or purchase, acquisition, placement or dealing by, Peel Hunt and any of its affiliates acting as an investor for its or their own account(s). Peel Hunt does 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.

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 which are the subject of the Offer 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 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, Peel Hunt LLP 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.