JTOW.L Regulatory News (JTOW)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE IN BREACH OF APPLICABLE LAWSThis announcement is an advertisement and not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission of its ordinary shares (the "Ordinary Shares") and warrants (the "Warrants") to the Official List of the Financial Conduct Authority (the "FCA") (by way of a standard listing under Chapters 14 and 20, respectively of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the "Listing Rules")) and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (the "Admission"). Copies of the Prospectus will, following publication, be available from the office of the Company's Administrator: International Administration Group (Guernsey) Limited, Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 1WW and at http://www.morningstar.co.uk/uk/NSM. The Prospectus will, following publication, also be available from the Company's registered office at Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, and at Greenberg Traurig, LLP, The Shard, Level 8, 32 London Bridge Street, London SE1 9SG during usual business hours on any day (except Saturdays, Sundays and public holidays).

For immediate release

5 October 2017

Initial Public Offering ("IPO") of J2 Acquisition Limited

J2 Acquisition Limited ("J2" or the "Company"), a British Virgin Islands company founded by James E. Lillie, Martin E. Franklin and Ian G.H. Ashken (the "Founders") is pleased to announce the results of its successful IPO by way of a placing of Ordinary Shares with Warrants being issued to subscribers of Ordinary Shares in the IPO on the basis of one Warrant per Ordinary Share (the "Matching Warrants") (the "Placing").J2 has raised gross proceeds of $1,250 million, consisting of $1,210 million through the placing of Ordinary Shares (with Matching Warrants) at a placing price of $10.00 per Ordinary Share and a further $40 million through the subscription of Founder Preferred Shares (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share) by the Founders through Mariposa Acquisition IV, LLC (the "Founder Entity"), subject to Admission. Each Warrant entitles the holder to one third of an Ordinary Share and Warrants will be exercisable in multiples of three Warrants at $11.50 per Ordinary Share. This Offering will enable the Company to pursue its objective of acquiring a target company or business (the "Acquisition"). There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and working capital in relation to the acquired company or business. The Company's efforts in identifying a prospective target business will not be limited to a particular industry or geographic region.Conditional dealings are expected to commence at 8.00 a.m. today under the ticker symbol "JTWO" in respect of the Ordinary Shares and under ticker symbol "JTOW" in respect of the Warrants. It is expected that admission to a Standard Listing on the Official List of the FCA will become effective and unconditional dealings in the Ordinary Shares and the Warrants, on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 10 October 2017.Citigroup Global Markets Limited ("Citigroup") and UBS Limited ("UBS") are acting as Joint Global Co-ordinators and Joint Bookrunners.

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Notes to editors on J2:J2 is a British Virgin Islands company founded by James E. Lillie, Martin E. Franklin and Ian G.H. Ashken. The Company was created to pursue its objective of acquiring a target company or business (the "Acquisition"). There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and working capital in relation to the acquired company or business. The Company's efforts in identifying a prospective target business will not be limited to a particular industry or geographic region.

The Company has identified the following criteria and guidelines that it believes are important in evaluating potential acquisition opportunities:

· strong competitive industry position;

· a company with strong underlying free cash flow characteristics;

· an established company or business with a proven track record;

· experienced management team; and

· diversified customer and supplier base.

The Company may also decide to enter into an acquisition with a target company or business that does not meet the above criteria and guidelines.

The Company believes that it has the following competitive advantages:

· the management expertise and track record of the Founders;

· an established deal sourcing network; and

· a disciplined acquisition approach.

The Founders, through Mariposa Acquisition IV, LLC (the "Founder Entity") will commit $100,000,000, in aggregate, in connection with the Placing and the subscription for the Founder Preferred Shares.

The Founder Entity will subscribe for 6,000,000 New Ordinary Shares (with Matching Warrants) at the Placing Price. The Founder Entity has also committed $40,000,000 of capital for 4,000,000 Founder Preferred Shares (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share).The Directors believe that the Founders collectively have a strong track record of sourcing acquisition opportunities as well as significant operational management expertise.

Each of the Founders individually, as well as together, has a track record of building growth oriented businesses on the foundation of strategic planning, organic growth and opportunistic acquisitions coupled with strong cash flow generation. Most recently, the Founders were members of the executive management team of Jarden Corporation.

The Directors believe that the Founders' track records demonstrate their respective abilities to source, structure and complete acquisitions, return value to investors and introduce and complete operational improvements to companies. Over the last 11 years, the Founders, together with various partners, have deployed approximately $7.0 billion of equity capital raised through eight separate acquisition vehicles: (i) Nomad Holdings Limited; (ii) Platform Acquisition Holdings Limited; (iii) Justice Holdings Limited; (iv) Liberty Acquisition Holdings (International) Company; (v) Liberty Acquisition Holdings Corp; (vi) Freedom Acquisition Holdings, Inc.; (vii) Ocelot Partners Limited; and (viii) Ozark Holdings LLC.The directors of the Company (the "Directors"), all of whom are non-executive, are:

· Lord Myners of Truro CBE (Chairman);

· James E. Lillie;

· Martin E. Franklin;

· Brian Kaufmann;

· Rory Cullinan (Independent);

· Thomas V. Milroy (Independent); and

· Jean-Marc Huët (Independent).

The board of directors of the Company (the "Board") considers Mr. Cullinan, Mr. Milroy, Mr. Huët and, on appointment (as recommended by the U.K. Corporate Governance Code), Lord Myners, the Chairman, to be independent in character and judgment and free from relationships or circumstances which are likely to affect or could appear to affect, their judgment.

In the event that an Acquisition has not been announced by the second anniversary of Admission, the Board will recommend to Shareholders either that the Company be wound up (in order to return capital to Shareholders and holders of the Founder Preferred Shares, to the extent assets are available) or that the Company continue to pursue the Acquisition for a further 12 months from the second anniversary of Admission. The Board's recommendation will then be put to a Shareholder vote (from which the Directors and the Founder Entity will abstain). In the event that the Company is wound up, any capital available for distribution will be returned to Shareholders and holders of Founder Preferred Shares in accordance with the Company's articles of association (the "Articles"). No payment will be received by holders of Warrants and the entire value of the Warrants will be lost. A Special Resolution of Members, requiring not less than 75% of the votes cast, is required to voluntarily wind-up the Company unless the Board proposes such resolution following the second anniversary of Admission in accordance with the Articles, in which case a Resolution of Members is required, or unless the Directors determine by a resolution of the Directors that the Company should be wound up at any time after an Acquisition has been completed and when the Directors reasonably conclude that the Company is or will become a dormant company.

Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition. The Acquisition will be subject to approval by a majority of the Board, including a majority of the Chairman (if considered by the Board to be independent on appointment) and those Directors of the Board from time to time considered by the Board to be independent.Important Notice

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Australia, Canada or Japan. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act or an 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 in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan.

The Ordinary Shares and the Warrants are being offered outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The Ordinary Shares and the Warrants are being offered within the United States only to certain "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act or to persons reasonably believed to be qualified institutional buyers, in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to the registration requirements of the Securities Act.

This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be issued in due course by the Company in connection with the admission of the Ordinary Shares and the Warrants to the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office and its website www.J2acquisitionlimited.com. In the event of any discrepancy between this announcement and the Prospectus in its final form, the Prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.

This announcement and the Placing are and will be only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and including any relevant implementing measure in the relevant Member State) ("Qualified Investors"). In the United Kingdom, this announcement and the Placing are directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2) of the Order, and other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on J2's intentions in relation to Admission. Securities to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering an investment in such securities should consult an authorised person specialising in advising on such securities. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance is not a guide to future performance.

The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law 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.

Citigroup Global Markets Limited and UBS Limited are each authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, are acting exclusively for J2 and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than J2 for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, arrangements or other matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Citigroup Global Markets Limited or UBS Limited, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, each of Citigroup Global Markets Limited, UBS Limited and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification. Citigroup Global Markets Limited, UBS Limited and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.

 Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the intentions, beliefs or current expectations of the Company, the Directors or the Founders concerning, among other things, the Company's objective, acquisition strategies or opportunities, financing, financial condition, capital resources, prospects and capital appreciation of the Ordinary Shares or the Warrants are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are not guarantees of future performance. The Company's actual performance, financial condition and the development of its acquisition and financing strategies may differ materially from the forward-looking statements contained in this document. In addition, even if the Company's actual performance, financial condition and the development of its acquisition and financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.