30 Nov 2015 16:35
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Proposed secondary placing of shares in Sophos Group plc
Pentagon Lock S.à r.l, Pentagon Lock 7-A S.à r.l, Pentagon Lock US S.à r.l and Pentagon Lock 6-A S.à r.l (the "Sellers"), announce today their intention to sell approximately 60.0 million ordinary shares of Sophos Group plc ("Sophos", or the "Company") (the "Placing Shares"), representing approximately 13.3 per cent. of the Company's existing issued ordinary share capital, through a placing to institutional investors (the "Placing"). Following the Placing, the Sellers are expected to hold approximately 98.4 million shares representing approximately 21.8 per cent. of the Company's issued ordinary share capital.
The Placing Shares will be offered to institutional investors (the "Placees") through an accelerated bookbuild to be carried out by J.P. Morgan Cazenove and Morgan Stanley & Co. International plc acting as bookrunners (the "Offering"). The books for the Offering will open with immediate effect.
Consistent with this, the Sellers have agreed that they will not, for a period of 90 days following the completion of the Placing, offer, sell or otherwise transfer any shares from their remaining shareholding in the Company without the consent of J.P. Morgan Cazenove and Morgan Stanley & Co. International plc (subject to customary exceptions).
The sale is subject to demand, price and market conditions. The identity of Placees and the basis of the allocations are at the discretion of the Sellers, J.P. Morgan Cazenove and Morgan Stanley & Co. International plc. The price at which the Placing Shares are to be placed will be agreed by the Sellers, J.P. Morgan Cazenove and Morgan Stanley & Co. International plc at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.
The Joint Global Co-ordinators on Sophos's initial public offer have consented to the Placing and in doing so have agreed, with respect to any shares sold under the Placing only, to waive the Sellers' lock-up restrictions which otherwise apply to such shares.
Enquiries:
J.P. Morgan Cazenove +44 207 742 4000Nicholas HallCharlie WalkerMorgan Stanley & Co. International plc +44 207 425 8000Henrik Gobel
Martin Thorneycroft
Enrique Perez-Hernandez
Ben Grindley
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 Sellers, J.P. Morgan Cazenove and Morgan Stanley & Co. International plc 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.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and 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. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
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.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement 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.
In connection with the Offering, J.P. Morgan Cazenove and Morgan Stanley & Co. International plc and any of their respective affiliates acting as an investor for its 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. J.P. Morgan Cazenove and Morgan Stanley & Co. International plc 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.
J.P. Morgan Cazenove and Morgan Stanley & Co. International plc, which are authorised and regulated in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority, are acting on behalf of the Sellers and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. J.P. Morgan Cazenove and Morgan Stanley & Co. International plc will not regard any other person as their client in relation to the Offering. J.P. Morgan Securities plc conducts its UK investment banking activities as J.P. Morgan Cazenove.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.