NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, 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) (THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
For immediate release
25 February 2014
McColl's Retail Group plc
Initial Public Offering - Announcement of offer price
McColl's Retail Group plc (the "Company" or "McColl's"), a leading neighbourhood retailer serving the convenience and newsagent sectors, today announces the successful pricing of its initial public offering (the "Offer") of 69,544,963 ordinary shares of £0.001 each (the "Shares").
· The offer price has been set at 191 pence per Share (the "Offer Price").
· Based on the Offer Price, the market capitalisation of the Company will be approximately £200m on admission.
· The Offer is expected to raise gross proceeds of approximately £132.8m, comprising a primary component of £49.7m and secondary sales of £83.1m. Secondary sales will consist of a partial sell-down by, amongst others, the executive directors of the Company, certain other employees of the Group, Cavendish Square Partners and a full sell-down by the trustee of the employee incentive trust. All Shares to be sold in the Offer will be sold at the Offer Price.
· Conditional dealings will commence on the London Stock Exchange at 8.00 a.m. today under the ticker MCLS.
· Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings in the Shares ("Admission") are expected to take place at 8.00 a.m. on 28 February 2014. At Admission, the Company will have 104,712,042 Shares in issue.
Commenting on today's announcement, James Lancaster, Executive Chairman and Chief Executive Officer of the Company, said:
"We are delighted with the strong interest that we have seen from investors in McColl's. The success of this initial public offering is a clear endorsement of the quality of the business and its clear prospects for future growth and profitability. It will enable us to accelerate our growth strategy, further enhancing our position in a rapidly growing convenience market.
We are pleased to welcome our new shareholders to the Company and look forward to our next phase of development as a listed company."
In relation to the Offer and Admission, Numis Securities Limited ("Numis") is acting as Sponsor, Bookrunner and Financial Adviser. Livingstone Partners LLP ("Livingstone Partners") is acting as Financial Adviser to the Company.
Full details of the Offer will be included in the Prospectus, expected to be published and available on the Company's website, www.mccolls.co.uk, later today.
Enquiries:
McColl's Retail Group plc + 44 (0)1277 372 916
James Lancaster, Executive Chairman and Chief Executive Officer
Jonathan Miller, Chief Financial Officer
Martyn Aguss, Chief Operating Officer
Sponsor, Financial Adviser and Bookrunner
Numis +44 (0)20 7260 1000
Alex Ham
Oliver Cardigan
Mark Lander
Oliver Hardy
Financial Adviser to the Company
Livingstone Partners +44 (0)20 7484 4700
Jeremy Furniss
Richard Barlow
Media Enquires
Brunswick +44 (0)20 7404 5959
Simon Sporborg
Kate Boothman-Meier
Cerith Evans
Important Notice
This announcement is an advertisement and not a prospectus, and investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or other securities in 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 Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, 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. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The 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, any such restrictions.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The securities proposed to be offered by the Company have not been and will not be registered under the Securities Act or under any securities laws of any state of the United States 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. There will be no public offer of the securities referred to herein 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.
This announcement has been issued by the Company and is directed only at (i) persons who are outside the United Kingdom, or (ii) persons 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 from time to time (the "Order"), or (iii) persons who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc), or (iv) persons to whom this announcement may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.
Any purchase or subscription of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be published by the Company in connection with the Offer and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
Numis and Livingstone Partners, each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Offer and Admission, and will not regard any other person as their client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, Numis and Livingstone Partners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the 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 Numis and Livingstone Partners or their respective affiliates acting as investors for their own accounts. In addition, certain of Numis and Livingstone Partners or their respective affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. Neither Numis nor Livingstone Partners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Neither Numis nor Livingstone Partners, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
