NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
23 May 2016
Forterra plc
Exercise of Over-allotment Option
Further to its announcement on 26 April 2016 relating to the initial public offering of its ordinary shares (the "Offer"), Forterra plc (the "Company") today confirms that Deutsche Bank AG, London Branch, as stabilisation manager, has exercised the over-allotment option granted by LSF9 Concrete UK Ltd (the "Selling Shareholder") in respect of 1,333,173 ordinary shares in the Company (the "Over-allotment Shares") at the offer price of 180 pence per Over-allotment Share.
Including the exercise of the over-allotment option, the total size of the Offer was 71,333,173 ordinary shares, representing 35.7% of the 200,000,000 ordinary shares of the Company currently in issue.
Following the exercise of the over-allotment option, the Selling Shareholder will hold 128,666,827 ordinary shares of the Company, representing 64.3% of the 200,000,000 ordinary shares of the Company currently in issue.
Enquiries
Joint Global Co-ordinator and Joint Bookrunner |
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Credit Suisse: |
+44 (0) 20 7888 8888 |
Nick Williams |
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Davide Sala |
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Lewis Burnett |
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Chris Ennals |
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Joint Global Co-ordinator, Joint Bookrunner and Sponsor |
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Deutsche Bank: |
+44 (0) 20 7545 8000 |
Simon Gorringe |
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Lorcan O'Shea |
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Romine Hakme |
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Adam Miller |
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Joint Bookrunner |
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Citigroup: |
+44 (0) 20 7986 4000 |
Cyrus Shabi |
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Alex Carter |
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Pauline Timmers |
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Chuba Ezenwa |
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Media Enquiries |
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FTI Consulting (public relations adviser to Forterra): |
+44 (0) 20 3727 1340 |
Richard Mountain |
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Nick Hasell |
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IMPORTANT NOTICE
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, fairness or completeness.
Neither this announcement nor the information contained herein is for publication, distribution or transmission, in whole or in part, directly or indirectly, in or into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), 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 contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein 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 may not be offered or sold, directly or indirectly, in the United States unless registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. There will be no public offer of the shares in the United States, Australia, Canada, Japan or South Africa. Subject to certain exceptions, the shares 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 or Japan, South Africa.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
In connection with the Offer, Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Deutsche Bank AG, London Branch ("Deutsche Bank") are acting as Joint Global Co-ordinators and Joint Bookrunners, Citigroup Global Markets Limited ("Citigroup") is acting as Joint Bookrunner. Deutsche Bank is acting as Sponsor. The Company, LSF9 Concrete UK Ltd (the "Selling Shareholder") and each of Deutsche Bank, Credit Suisse and Citigroup and their respective affiliates (together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Credit Suisse and Citigroup are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom. Deutsche Bank AG is regulated by Germany's Federal Financial Supervisory Authority, BaFin, and is also authorised by the PRA, but may only be subject to limited regulation by the FCA and the PRA and is acting through its London branch. Each Bank is acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person as their respective clients 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, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their 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 Ordinary Shares. None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information 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.
