Zotefoams Regulatory News (ZTF)

8 March 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Proposed secondary placing of approximately 3.8 million ordinary shares in Zotefoams plc ("Zotefoams" or the "Company")

Investec Bank plc and Peel Hunt LLP have been appointed by Sekisui Alveo AG ("Sekisui") as Joint Bookrunners to explore the opportunity to sell approximately 3.8 million ordinary shares of 5 pence each ("Ordinary Shares") (the "Placing Shares") in the capital of Zotefoams to institutional investors (the "Placing").

Sekisui currently owns 3,814,762 Ordinary Shares, representing approximately 7.8 per cent. of the Company's entire issued share capital. The price per Placing Share and the final number of Placing Shares to be sold will be determined by way of an accelerated bookbuilding process to institutional investors. The bookbuilding period will commence today, 8 March 2021 immediately following this announcement, and may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process.

In the context of the Placing, any of the Ordinary Shares in Zotefoams held by Sekisui which are not sold in the Placing will be subject to a 90-day lock-up undertaking (subject to certain customary exceptions). 

The Company will not receive any proceeds from the Placing.

Enquiries:

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, South Africa 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. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, absent registration except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities referred to herein in the United States or in any other jurisdiction.

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) if in member states of the European Economic Area, persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") (b) if in the United Kingdom, persons who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation, which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and (b) if in the United Kingdom, persons who (i) have 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 are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 ("FSMA") and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (each a "relevant person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. 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. The announcement does not itself constitute an offer for sale of any securities.

The securities referred to herein have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The offer shares are being offered and sold (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S") or (b) in the in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in transactions not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act and/or pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. It and the prospective beneficial owner of the offer shares is, and at the time the offer shares are acquired will be, (i) outside the United States and acquiring the offer shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB and (b) acquiring the offer shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Zotefoams plc and Zotefoams plc's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, the Banks or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of Zotefoams plc or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by either of the Banks and any of their respective affiliates acting as investors for their own accounts. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Zotefoams plc or its shares.

Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the FCA in the United Kingdom and Investec Bank plc ("Investec Bank") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Investec Europe Limited (trading as Investec Europe), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter referred to as "Investec" and together with Peel Hunt, the "Banks")), is regulated in Ireland by the Central Bank of Ireland. Each of the Banks is acting for Sekisui Alveo only in connection with the Placing and no one else, and will not be responsible to anyone other than Sekisui Alveo for providing the protections offered to clients of the Banks nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. 

This announcement has been issued by the Banks on behalf of Sekisui Alveo and is the sole responsibility of Sekisui Alveo apart from the responsibilities and liabilities, if any, that may be imposed on Peel Hunt and Investec by the Financial Services and Markets Act 2000. Neither Peel Hunt nor Investec accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Sekisui Alveo or on Sekisui Alveo's behalf or on Peel Hunt's or Investec's behalf, in connection with Sekisui Alveo or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Peel Hunt and Investec accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.