NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
SALE OF ORDINARY SHARES IN AUTO TRADER GROUP PLC (THE "COMPANY")
6 April 2016
The Company announces that certain current and former directors and managers of the Company (and certain of their connected persons) (together, the "Sellers") have agreed the sale of an aggregate of 16,229,498 ordinary shares (the "Sale Shares") in the capital of the Company (the "Sale") at a price of 370 pence per ordinary share. The Sale follows the expiry on 18 March 2016 of the lock-up undertakings given by them at the time of the Company's Initial Public Offering.
The Sale Shares represent approximately 1.6 per cent. of the Company's issued share capital.
Merrill Lynch International ("Merrill Lynch") is acting as sole selling agent on the transaction. The Company did not receive any proceeds from the Sale.
Following the Sale, the current directors and managers of the Company who were subject to the lock-up undertakings given at the time of the Company's Initial Public Offering, together with their connected persons, will continue to have an interest in approximately 39.8 million ordinary shares in the Company, representing approximately 4.0 per cent. of the issued share capital of the Company.
Of the Sellers, Trevor Mather and Sean Glithero, who are directors of the Company (the "Selling Directors"), sold a total of 8,734,581 ordinary shares comprising approximately 35.9 per cent. of their and their connected persons' aggregate holdings in the Company. The remaining ordinary shares held by the Selling Directors and their connected persons will be subject to a new 90 day lock-up agreement which is subject to certain customary exceptions and to waiver by the Company and Merrill Lynch. Details of the ordinary shares sold by each Selling Director (and their connected persons) are set out below:
Name of Seller |
No. of ordinary shares sold in the Sale |
No. of ordinary shares held following completion of the Sale |
% of issued share capital held following completion of the Sale |
Trevor Mather |
7,134,581 |
12,000,000* |
1.20* |
Sean Glithero |
1,600,000 |
3,597,581 |
0.36 |
* Includes shares held by Trevor Mather's wife.
Notification of the sale details set out above was made to the Company today. This notification is made in order to satisfy DTR 3.1.4R.
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE SALE. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE SALE SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE SALE SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. The distribution of this announcement and the offering or sale of the Sale Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, the Company, Merrill Lynch or any of their respective affiliates that would, or which is intended to, permit a public offer of the Sale Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Sale Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers, the Company and Merrill Lynch to inform themselves about and to observe any applicable restrictions.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SHARES SOLD BY THE INVESTORS REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A CONSEQUENCE, THE SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.
THE SALE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN. THE SALE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE SALE SHARES IN THE UNITED STATES OR ELSEWHERE.
THE SALE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE SALE OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
MERRILL LYNCH INTERNATIONAL, WHICH IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY ("PRA") AND REGULATED IN THE UNITED KINGDOM BY THE PRA AND THE FINANCIAL CONDUCT AUTHORITY (THE "FCA"), IS ACTING EXCLUSIVELY FOR THE COMPANY IN CONNECTION WITH THE SALE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS OFFERED TO ITS CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE SALE OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT.
In connection with the offering of the Sale Shares, Merrill Lynch or any of its affiliates may take up a portion of the Sale Shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities. 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 the Sale Shares. Merrill Lynch does 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.
