Last checked at 30 Jul 2015 16:47
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
30 July 2015
Intended sale of MoneySupermarket.com Group PLC shares by Martin Lewis and the Charities Aid Foundation
Credit Suisse Securities (Europe) Limited ("Credit Suisse") announces that Martin Lewis, Founder and Editor-in-Chief of MoneySavingExpert.com, and the Charities Aid Foundation ("CAF") respectively intend to offer for sale up to approximately 9m and 4.3m existing ordinary 0.02 pence shares of MoneySupermarket.com Group PLC (the "Company" or "MoneySupermarket"), representing in aggregate up to approximately 2.4% of the issued share capital of the Company (the "Placing"). Remaining shares held by Martin Lewis will be subject to a 180 day Company lock up from the date of disposal.
Martin Lewis was issued 22,123,894 shares in the Company as part of the consideration for MoneySavingExpert.com on 21 September 2012. He subsequently transferred 4,745,470 of these shares to CAF.
The Placing will take place via an accelerated bookbuild. Credit Suisse has been appointed as sole bookrunner in respect of the Placing.
The books for the Placing will open with immediate effect. The timing of the closing of the books will be at the absolute discretion of Credit Suisse and Martin Lewis and CAF.
For further information, please contact:
Credit Suisse
Tel: +44 (0)20 7888 8888
George Maddison
Stephane Gruffat
Neil Pizey
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.
The shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in 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. There will be no public offering of securities in the United States or elsewhere.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by Martin Lewis, the Charities Aid Foundation, Credit Suisse, or any of their respective affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Credit Suisse to inform themselves about and to observe any such restrictions.
Credit Suisse is only acting for Martin Lewis and the Charities Aid Foundation in connection with the Placing, and no one else, and will not be responsible to anyone other than to Martin Lewis and the Charities Aid Foundation for providing the protections offered to clients of Credit Suisse nor will Credit Suisse be responsible for providing advice in relation to the Placing. Credit Suisse is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.