12 Oct 2015 16:41
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
12 October 2015
Secretary of State for the Department for Business, Innovation & Skills ("BIS")
Intention to dispose of its remaining 14% shareholding in Royal Mail plc
BIS announces its intention to dispose of its entire shareholding, held by Postal Services Holding Company Limited ("PSHC"), in Royal Mail plc (the "Company" or "Royal Mail") on behalf of Her Majesty's Government (the "Government"). The disposal of the shares will be by way of a placing to institutional investors (the "Placing").
The price at which the shares that are the subject of the Placing (the "Placing Shares") are sold (the "Placing Price") will be determined by way of an accelerated bookbuilding process. The book will open with immediate effect.
The Placing is expected to comprise approximately 140m of the Company's ordinary shares, representing approximately 14% of the issued ordinary capital of the Company. As a result of the Placing, BIS intends to divest all of its shareholding in the Company.
BofA Merrill Lynch, Goldman Sachs International and J.P. Morgan Securities plc have been appointed to act as joint bookrunners in connection with the Placing (the "Joint Bookrunners").
Rothschild is acting as capital markets adviser. Freshfields Bruckhaus Deringer LLP is acting as legal counsel to BIS and PSHC in respect of English and United States law.
Details of the Placing Price and the number of Placing Shares will be announced in due course.
A Department for Business spokesperson said:
"The Business Secretary has today authorised a sale process to begin. Current market conditions should allow a successful sale and the realisation of value for the taxpayer.
The universal service is strongly protected by law and Ofcom has a duty to ensure its provision. Therefore the Government sees no policy reason to retain a shareholding in Royal Mail."
The Government currently holds just under a 14% shareholding in the Company, with the remaining shares held by a combination of employees and private investors.
The Post Office, which operates the network of branches throughout the UK, remains wholly-owned by the 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.
Contact:
BIS communications: Andy Aston, BIS Press Office, tel : 020 7215 5963
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The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the seller or any of the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There shall be 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, Japan or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese or other applicable securities laws.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) 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, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the Placing Shares, the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do 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.
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 PSHC and BIS (in the case of the Joint Bookrunners) and BIS (in the case of the Adviser) 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.