⌘K
t
| Date | 28 Sept 2021 |
| Time | 07:16:04 |
| Category | Miscellaneous |
| ID | 1902N |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
Petershill Partners plc
Stabilisation Notice
28 September 2021
Petershill Partners plc hereby gives notice that the entity undertaking stabilisation (the "Stabilising Manager") named below and its affiliates may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and the delegated acts, implementing acts, and technical standards and guidelines thereunder as such legislation forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and Commission Delegated Regulation (EU) 2016/1052 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Stabilisation may not necessarily occur and it may cease at any time.
|
The securities: |
|
|
Issuer: |
Petershill Partners PLC |
|
Shares: |
Ordinary Shares of US$0.01 each (ISIN: GB00BL9ZF303) |
|
Offering Size: |
289,174,012 Ordinary Shares excluding Over-allotment Option |
|
Description: |
Initial Public Offering of Ordinary Shares |
|
Offer Price: |
350p per Ordinary Share |
|
Stabilisation: |
|
|
Stabilising Manager (and central point within the meaning of Commission Delegated Regulation 2016/1052 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018): |
J.P. Morgan Securities plc (which conducts its UK investment banking activity as J.P. Morgan Cazenove) 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom Contact: Beau Freker; telephone: +44 (0)20 7742 4000 |
|
Beginning of the stabilisation period: |
28 September 2021 |
|
Stabilisation period to end no later than: |
27 October 2021 |
|
Trading venue where stabilisation may be undertaken: |
London Stock Exchange |
|
Maximum size and conditions of use of Over-allotment Option: |
The Stabilising Manager may over-allot the securities to the extent permitted in accordance with applicable law, up to the maximum size of 43,376,097 Ordinary Shares |
|
Over-allotment Option: |
|
|
Terms: |
In connection with the offering (the "Offer"), J.P. Morgan Securities plc (which conducts its UK investment banking activity as J.P. Morgan Cazenove), as 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 sold in the Offer or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market pursuant to an over-allotment option granted to it in connection with the Offer (the "Over-allotment Option"). 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 in the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. 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. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. 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. In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Offer (the "Over-allotment Shares"). 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 them during the stabilisation period, the Stabilising Manager has been granted the Over-allotment Option, pursuant to which the Stabilising Manager may purchase or procure purchasers for the Over-allotment Shares at the offer price. The Over-allotment Option is exercisable, in whole or in part, upon notice in writing by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with all other Ordinary Shares, including for dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Shares being sold in the Offer and will form a single class for all purposes with the other Ordinary Shares. |
|
Number of shares covered by Over-allotment Option |
43,376,097 Ordinary Shares |
|
Duration: |
The Over-allotment Option may be exercised in whole or in part at any time during the stabilisation period. |
Disclaimer
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
This announcement is for information purposes only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of America (the "United States"), Australia, Canada, Japan or South Africa or any other jurisdiction where such release, publication or distribution would be unlawful. This announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such an offer would be unlawful.
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"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to "U.S. persons" (as defined under Regulation S under the Securities Act) 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 of the United States. No public offering of the securities discussed herein is being made in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa. The release, publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.
This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of 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 UK law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons having 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 (the "Order"); or (ii) high net worth entities 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 of the EEA 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 in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.