NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED BY THE MARKET ABUSE REGULATION (EU) 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
COMPLETION OF PLACING OF 13,275,000 ORDINARY SHARES IN LOGISTA
7 September 2017
Further to its announcement on 6 September 2017, Imperial Brands PLC ("Imperial Brands") announces that it has agreed to sell 13,275,000 ordinary shares of €0.20 each in Compañía De Distribución Integral Logista Holdings, S.A.U. ("Logista") on the Madrid Stock Exchange (the "Placing"). Imperial Brands has raised gross proceeds of approximately £230.8 million through the Placing.
The proceeds of the Placing are payable in cash on usual settlement terms, and completion of the Placing is expected to occur on 11 September 2017, subject to satisfaction of certain customary conditions.
Following completion of the Placing, Imperial Brands will indirectly hold 79,650,001 Logista shares, representing approximately 60 per cent of Logista's issued share capital. As is customary in such transactions, Imperial Brands has entered into a 90 day lock-up restriction from settlement on its remaining Logista shares, whereby it has agreed not to dispose of any remaining shares without the consent of Credit Suisse and Goldman Sachs International (the "Joint Bookrunners").
Enquiries:
Imperial Brands Investor Relations
Peter Durman +44 (0) 7970 328 903
Mat Slade +44 (0) 7811 974 438
Imperial Brands Press Enquiries
Alex Parsons +44 (0) 7967 467 241
Simon Evans +44 (0) 117 933 7375
Credit Suisse +44 (0) 207 888 8888
Charles Donald
Jerome Renard
Goldman Sachs International +44 (0) 207 774 1000
Anthony Gutman
Richard Cormack
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA.
The distribution of this announcement may, in certain countries, constitute a breach of applicable laws.
With respect to the Member States of the European Economic Area which have implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, 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 securities referred to herein requiring the publication of a prospectus in any Relevant Member State. As a result, these securities may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive.
This announcement is only addressed to, and directed at, persons in Relevant Member States who are "qualified investors" within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors").
In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who are "investment professionals" falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within article 49(2)(a)-(d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "Relevant Persons"). Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, Relevant Persons.
Each of the Joint Bookrunners, Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Goldman Sachs International, which in the United Kingdom are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Imperial Brands and for no one else in connection with the transaction referred to herein and will not be responsible to anyone other than Imperial Brands for providing the protections afforded to clients of such Joint Bookrunner, or for providing advice in relation to the transaction referred to herein, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
This announcement has been issued by the Joint Bookrunners on behalf of Imperial Brands and is the sole responsibility of Imperial Brands apart from the responsibilities and liabilities, if any, that may be imposed on the Joint Bookrunners (or either of them) by the Financial Services and Markets Act 2000, as amended. Each of the Joint Bookrunners does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Imperial Brands, or on Imperial Brands' behalf, or by the Joint Bookrunners (or either of them) or on their behalf, in connection with Imperial Brands or the transaction, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Joint Bookrunners accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement and any such statement.
This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Imperial Brands' business, in particular from changes in political conditions, economic conditions or evolving business strategy. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
