11 Jun 2015 07:00
Sale Completion - RNS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
11 June 2015
Secretary of State for the Department for Business, Innovation & Skills ("BIS")
Disposal of approximately 15% of Royal Mail plc
Further to its announcement on 10 June 2015, BIS announces the successful completion of the disposal of part of its shareholding,held by Postal Services Holding Company Limited ("PSHC"), in Royal Mail plc (the "Company") on behalf of Her Majesty's Government ("Government"). The disposal was effected by way of a Placing (the "Placing") of shares (the "Placing Shares") by way of an accelerated bookbuilding process to institutional investors.
In summary, following settlement of the Placing which will take place on 15 June 2015:
§ The shareholding of BIS will be reduced from 299,913,077 ordinary shares, representing approximately 30% of the ordinary share capital of the Company, to 149,913,077 ordinary shares, representing approximately 15% of the ordinary share capital.
§ The Placing Price was 500 pence per share. As a result, the proceeds from the sale of the Placing Shares will be £750 million.
§ BofA Merrill Lynch, Goldman Sachs International and J.P. Morgan Securities plc acted as Joint Bookrunners in connection with the Placing.
§ Rothschild acted as capital markets adviser. Freshfields Bruckhaus Deringer LLP acted as legal counsel to PSHC and BIS in respect of English and United States law.
§ PSHC has undertaken to the Joint Bookrunners, subject to certain customary exemptions, not to sell further shares in the Company for a period of 90 calendar days following the completion of the Placing without the prior written consent of a majority (by participation) of the Joint Bookrunners.
The Business Secretary, Sajid Javid said:
"This sale has raised £750 million and represents good value for taxpayers. That money can be used to reduce public debt, which is how we will deliver lasting economic security for working people".
"Royal Mail has demonstrated that it can thrive in the private sector. It now has the ability to access the funds it needs to ensure that it has a sustainable future and can adapt to the changes in the postal market."
"The universal postal service remains well protected by law and by Ofcom."
The Government sees no policy reason to keep its remaining stake in Royal Mail. It also intends to gift up to 1% of the shares in Royal Mail to UK employees, subject to restrictions on sale, from the Government's remaining holding.
Post Office, which operates the network of branches throughout the UK, remains wholly owned by Government and was separated from Royal Mail in April 2012. The relationship between the Post Office and Royal Mail is a commercial one and a 10 year contract for the delivery of Royal Mail services through post offices was put in place in 2012.
BIS communications: Joe Upton, BIS Press Office, tel: 020 7215 5969
***
The Placing has been completed.
This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of the Company in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The shares sold pursuant to the Placing have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an exemption from registration. There was no public offering of securities in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into 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.
Goldman Sachs International, J.P. Morgan Securities plc and Merrill Lynch International (the "Joint Bookrunners") and N M Rothschild & Sons Limited ("Rothschild" or the "Adviser"), which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting on behalf of BIS and PSHC and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. None of the Joint Bookrunners nor the Adviser will regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners, the Adviser or by any of their respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with BIS, PSHC, the Company, the Placing Shares, the Placing or any of arrangements described herein, and any liability therefor is expressly disclaimed.