8 Mar 2017 07:00
Ocelot Partners Limited ("Ocelot" or the "Company")
8 March 2017
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 LAWS
This 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 Kingston Chambers, PO Box 173, Road Town, Tortola, 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).
Initial Public Offering ("IPO") of Ocelot Partners Limited
Ocelot Partners Limited ("Ocelot" or the "Company"), a British Virgin Islands company founded by LionTree Partners LLC ("LionTree"), Andrew Barron and Martin E. Franklin, 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").
Ocelot has raised gross proceeds of $425 million, consisting of $417.65 million through the placing of Ordinary Shares (with Matching Warrants) at a placing price of $10.00 per Ordinary Share and a further $7.35 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 Andrew Barron and entities affiliated with LionTree and Martin E. Franklin. Each Warrant entitles the holder to one third of an Ordinary Share, 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 although the Company expects to focus on acquiring a company or business operating within the European Technology, Media and Telecommunications ("TMT") sector.
Conditional dealings are expected to commence at 8.00 a.m. today under the ticker symbols "OLOT" in respect of the Ordinary Shares. 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 (under ticker symbol "OLOTw" in respect of the Warrants), on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 13 March 2017.
Barclays Bank PLC ("Barclays") and UBS Limited ("UBS") are acting as Joint Global Co-ordinators and Joint Bookrunners.
For further information please contact:
Barclays - 020 7623 2323
Chris Madderson
Silvia Biscaldi
UBS - 020 7567 8000
Gareth McCartney
Alexander Bloch
Notes to editors on Ocelot:
Ocelot is a British Virgin Islands company founded by LionTree, Andrew Barron and Martin E. Franklin (the "Founders"). 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 although the Company expects to focus on acquiring a company or business operating within the European Technology, Media and Telecommunications ("TMT") sector.
The Company has identified the following criteria and guidelines that it believes are important in evaluating potential acquisition opportunities:
• strong competitive industry position;
• scope for operational improvement;
• potential to scale via both organic and inorganic growth;
• experienced management team; and
• a company with strong underlying free cash flow characteristics and the potential to drive levered equity return with a prudent capital structure.
The Company believes that it has the following competitive advantages:
• the management expertise and track record of the Founders including their extensive TMT experience and operational capabilities;
• an established deal sourcing network; and
• a disciplined acquisition approach.
LionTree Ocelot LLC and Mariposa Acquisition III, LLC (together, the "Founder Entities") and Andrew Barron have committed, in aggregate, $30,000,000 in connection with the Placing and the subscription for Founder Preferred Shares in the Company.
The Founder Entities and Andrew Barron will subscribe for 2,265,000 New Ordinary Shares (with Matching Warrants) in aggregate at the Placing Price, comprising 1,081,050 New Ordinary Shares (with Matching Warrants) by LionTree Ocelot LLC, 838,300 New Ordinary Shares (with Matching Warrants) by Mariposa Acquisition III, LLC and 345,650 New Ordinary Shares (with Matching Warrants) by Andrew Barron. The Founder Entities and Andrew Barron have also committed, in aggregate $7,350,000 of capital for 700,000 Founder Preferred Shares (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share), comprising 147,000 Founder Preferred Shares by Mr. Barron, 399,000 Founder Preferred Shares by LionTree Ocelot LLC and 154,000 Founder Preferred Shares by Mariposa Acquisition III, LLC.
The Company believes that the Founders collectively have a strong track record of sourcing acquisition opportunities as well as significant management expertise. LionTree has extensive knowledge of the sub-sectors that comprise the TMT industries. LionTree's senior leadership and senior deal team is composed of individuals with substantial transaction experience and expertise across a wide range of TMT subsectors. The Directors believe that LionTree's specialised focus fosters a deep understanding of the broader industry dynamics and provides a key advantage when identifying possible transaction targets for the Company. Mr. Barron has over 24 years of experience in European media and telecoms and has led substantial businesses in PayTV, free-to-air, broadband, mobile, fixed line, satellite and cable with operations in many European countries under both public and private ownership. Together with LionTree, Mr. Barron expects to be primarily responsible for providing deal sourcing and execution capabilities for the Company. Over the last ten years, Mr. Franklin, together with various partners, has been involved in six special purpose acquisition companies: (i) Nomad Holdings Limited (ii) Platform Acquisition Holdings Limited; (iii) Justice Holdings Limited; (iv) Freedom Acquisition Holdings, Inc.; (v) Liberty Acquisition Holdings Corp; and (vi) Liberty Acquisition Holdings (International) Company.
The board of directors of the Company (the "Board") considers that the Chairman was independent on appointment, as recommended by the UK Corporate Governance Code. Half of the Board (excluding the Chairman) are considered to be independent for purposes of the UK Corporate Governance Code. The directors of the Company (the "Directors"), all of whom are non-executive, are:
• Robert D. Marcus (Chairman);
• Aryeh B. Bourkoff
• Andrew Barron
• Martin HP Söderström (Independent); and
• Sangeeta Desai (Independent).
If the 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 Founder Preferred Shares, to the extent assets are available) or that the Company continue to pursue the Acquisition for a further twelve 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 Entities 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 the Company, requiring not less than 75 per cent. 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 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 Board approval, including by a majority of the Chairman and the Independent Non-Executive Directors.
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 http://www.ocelotpartnerslimited.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 is directed only at Qualified Investors (i) who are 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) persons who are 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 Ocelot's intentions in relation to Admission. Securities to which this announcement relates may expose an investor to a significant risk of losing all of the 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.
Barclays Bank PLC 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 Ocelot 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 Ocelot 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 Barclays Bank PLC or UBS Limited, by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, each of Barclays Bank PLC, UBS Limited and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification. Barclays Bank PLC, 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.