t
| Date | 30 Sept 2021 |
| Time | 07:00:12 |
| Category | Miscellaneous |
| ID | 4679N |
30 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Oxford Nanopore Technologies plc
Pre-Stabilisation Notice
Citigroup Global Markets Limited (Contact: Naveen Mittel +44 20 7986 2175) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Delegated Regulation EU/2016/1052 under the Market Abuse Regulation (EU/596/2014) and the rules of the Financial Conduct Authority.
|
The securities: |
|
|
Issuer: |
Oxford Nanopore Technologies plc (the "Company") |
|
Securities: |
Ordinary Shares with a par value of £0.0001 each |
|
ISIN: |
GB00BP6S8Z30 |
|
Offering size: |
123,344,408 Ordinary Shares (excluding the over-allotment option) |
|
Description: |
Initial Public Offering of Ordinary Shares |
|
Offer price: |
£4.25 per Ordinary Share |
|
Associated securities: |
There are no associated instruments that are subject to stabilisation |
|
Stabilisation: |
|
|
Stabilising manager: |
Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
|
|
Stabilisation period expected to start on: |
30 September 2021 (approximately 08.00 a.m. (London time)) |
|
Stabilisation period expected to end no later than: |
30 October 2021 (close of business), being the date which is 30 calendar days from the beginning of the stabilisation period |
|
Existence, maximum size and conditions of use of over-allotment facility: |
The Stabilising Manager may over-allot the securities to the extent permitted in accordance with applicable law, up to the maximum size of 18,501,661 Ordinary Shares (representing a maximum of 15% of the total number of Ordinary Shares comprised in the offer). |
|
Stabilisation trading venue: |
London Stock Exchange plc, Over-The-Counter (OTC) and other order book venues e.g. Turquoise, BATS and Chi-X |
|
Over-allotment Option: |
|
|
Terms: |
In connection with the offer, the Stabilising Manager or any of its agents may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the Main Market of the London Stock Exchange and ending no later than 30 calendar days after that date. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the offer.
For the purposes of allowing the Stabilising Manager to cover short positions resulting from any over-allotments and/or from sales of Ordinary Shares effected by it during the stabilising period, the Company has granted the Stabilising Manager an option (the "Over-allotment Option"), pursuant to which the Stabilising Manager may subscribe or procure subscribers for up to 18,501,661 additional Ordinary Shares (representing a maximum of 15% of the total number of Ordinary Shares comprised in the offer (the "Over-allotment Shares") at the offer price. The Over-allotment Option is exercisable in whole or in part upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Ordinary Shares on the Main Market of the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be subscribed for on the same terms and conditions as the Ordinary Shares being issued in the offer and will form a single class for all purposes with the other Ordinary Shares. |
|
Duration: |
The Over-allotment Option may be exercised in full or in part at any time during the stabilisation period. |
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction in which such an offer or solicitation is unlawful. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is addressed to and directed at persons who: (A) if in Member States of the European Economic Area ("Member States"), are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons who have professional experience in matters relating to investments falling 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) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged only with, Relevant Persons; and (ii) in any Member State is available only to, and may be engaged only with, Qualified Investors.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions 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
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities, to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction in the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.