THIS RELEASE (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SINGAPORE, THE UNITED ARAB EMIRATES, THE KINGDOM OF SAUDI ARABIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and is not a prospectus and does not contain or constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction, including in or into the United States of America, Australia, Canada, Hong Kong, India, Japan, Singapore, South Africa, the United Arab Emirates or the Kingdom of Saudi Arabia. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States of America absent registration under the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. The Group (defined below) does not intend to register the securities or conduct a public offering in the United States of America. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by ASA International Group plc ("ASA International" or the "Company", and together with its subsidiaries and subsidiary undertakings, the "Group") on 29 June 2018 (the "Prospectus") in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (together, "Admission"). A copy of the Prospectus is available for inspection from the Group's website at www.asa-international.com (subject to applicable securities laws) and from ASA International's registered office at ASA International Group plc, 42-50 Hersham Road, Walton-On-Thames, Surrey KT12 1RZ, United Kingdom.
FOR IMMEDIATE RELEASE
18 July 2018
ASA International Group plc
ASA International announces admission to trading on the London Stock Exchange
Following the announcement by ASA International on 13 July 2018 of the successful pricing of the initial public offer of 40,000,000 of its Shares (the "Offer"), ASA International today announces that its entire ordinary share capital of 100,000,000 Shares has been admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange under the ticker "ASAI".
Enquiries:
ASA International Dirk Brouwer |
+44 20 3128 8100 |
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Sponsor, Global Co-Ordinator and Joint Bookrunner Citigroup Jean Lafontaine Roger Barb |
+44 207 986 4000 |
Joint Bookrunners EFG Hermes Ali Khalpey Karim Meleka Investec Chris Treneman Rambhushan Kanumuri Neil Coleman |
+44 7818 444210 +971 5 613 00092
+44 207 597 5970 / +91 22 6136 7400 (India) |
Lead Manager Keefe, Bruyette & Woods, a Stifel Company Erick Diaz Dennis Towers |
+44 207 663 5400
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Financial Public Relations MHP Communications Charlie Barker Mike Robb Florence Mayo |
+44 20 3128 8540 |
Important Notice
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly into the United States of America, Australia, Japan, Singapore, the United Arab Emirates or the Kingdom of Saudi Arabia, to any persons in any of those jurisdictions or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of the United States of America, Australia, Japan, Singapore, the United Arab Emirates or the Kingdom of Saudi Arabia or other applicable securities laws. The Offer and the distribution of this announcement and information in connection with Admission and the Offer 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 restrictions.
NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY OTHER U.S. FEDERAL OR STATE SECURITIES COMMISSION OR ANY U.S. REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE SHARES NOR HAVE SUCH AUTHORITIES REVIEWED OR PASSED UPON THE ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT SELLERS OF THE SHARES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
The offer and sale of the Shares referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold within any jurisdiction, including Australia, Canada, South Africa or Japan or to, or for the account or benefit of any national, resident or citizen of any jurisdiction, including Australia, Canada, South Africa or Japan.
This announcement is not an offer of, or solicitation of an offer to buy, the securities referred to herein to any person in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus published in connection with the proposed admission of ASA International's Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. Copies of the Prospectus are available for inspection from ASA International's registered office at ASA International Group plc, 42-50 Hersham Road, Walton-On-Thames, Surrey KT12 1RZ, United Kingdom and, subject to certain restrictions, from the Company's website www.asa-international.com.
Any purchase of Shares should be made solely on the basis of the information contained in the Prospectus. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. 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 completeness, accuracy or fairness.
This announcement is addressed to and directed at persons in Member States of the European Economic Area ("Member States") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) and related implementation measures ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at Qualified Investors who are, (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
This announcement must not be acted or relied on (a) in the UK, by persons who are not Relevant Persons and (b) in any member state of the EEA, other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the UK, Relevant Persons and (ii) in any member state of the EEA, other than the UK, Qualified Investors, and may be engaged in only with such persons. Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this announcement and you are not a Relevant Person and/or Qualified Investor, as applicable, you must not rely or act upon this announcement or any of its contents.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase Shares in South Africa, including an offer to the public for the sale of, or the solicitation of an offer to buy, shares as defined in the South African Companies Act No 71 of 2008, as amended ("South African Companies Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. In South Africa this announcement is directed only at persons falling within the exemptions set out in section 96(1)(a) or 96(1)(b) of the South African Companies Act, and to whom the Offer is specifically addressed and by whom the Offer is capable of acceptance (all such persons 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 on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute a "registered prospectus", as contemplated by the South African Companies Act.
The Shares may be offered or sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are "accredited investors" and "permitted clients" as defined in Canadian securities legislation.
Not for distribution in or into Hong Kong other than to persons who are "professional investors" as defined in the Securities and Futures Ordinance (Cap 571) and rules made thereunder. The Shares will not be registered with any authority in Hong Kong.
No invitation, offer or sale to purchase the Shares is made or intended to be made to the public in India through this announcement or any amendment or supplement thereto. Neither this announcement nor any amendment or supplement thereto is a prospectus, offer document or advertisement nor has it been or will be submitted or registered as a prospectus or offer document under any applicable law or regulation in India. Neither this announcement nor any amendment or supplement thereto has been reviewed, approved, or recommended by any Registrar of Companies in India, the Securities and Exchange Board of India, the Reserve Bank of India, any stock exchange in India or any other Indian regulatory authority. Accordingly, no person may make any invitation, offer or sale of any Shares, nor may this announcement nor any amendment or supplement thereto nor any other document, material, notice or circular in connection with the invitation, offer or sale for purchase of any Shares be circulated or distributed whether directly or indirectly to, or for the account or benefit of, any person resident in India, other than strictly on a private and confidential basis and so long as any such offer is not calculated to result, directly or indirectly, in the Shares becoming available for purchase by persons other than those receiving such offer or invitation. Notwithstanding the foregoing, in no event shall an offer of the Shares be made directly or indirectly, in any circumstances which would constitute an offer to the public in India within the meaning of any applicable law or regulation. Any offer of Shares to a person in India shall be made subject to compliance with all applicable Indian laws including, without limitation, the Foreign Exchange Management Act, 1999, as amended, and any guidelines, rules, regulations, circulars or notifications issued by the Reserve Bank of India, the Securities and Exchange Board of India and any other Indian regulatory authority. Each investor in the Shares acknowledges, represents and agrees that it is eligible to invest in the Company and the Shares under applicable laws and regulations in India and that it is not prohibited or debarred under any law or regulation from acquiring, owning or selling the Shares.
This announcement is not for distribution in the Kingdom of Saudi Arabia and does not constitute an advertisement, offer or sale of Shares to any person in the Kingdom of Saudi Arabia other than to "sophisticated investors" under Article 10 and/or Article 11 of the "Offers of Securities Regulations" as issued by the Board of the Capital Market Authority of Saudi Arabia resolution number 2-11-2004 dated 4 October 2004 and amended by the Board of the Capital Market Authority resolution number 1-28-2008 dated 18 August 2008 (the "KSA Regulations").
This announcement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") and does not constitute or form part of an offer to sell, or a solicitation or invitation of any offer to buy any securities in Singapore. This announcement may not be distributed, either directly or indirectly, to the public or any member of the public in Singapore, other than to institutional investors (as defined under Section 274 of the SFA) in Singapore, in compliance with the SFA and the regulations made thereunder. The person receiving this announcement represents and warrants that if it receives this announcement in Singapore it is an institutional investor (as defined under Section 274 of the SFA). Information contained in this announcement must not be disclosed by the recipient to any other person.
This announcement is only available and may only be provided in the Dubai International Financial Centre (the "DIFC") to "deemed" Professional Clients, as defined in the Dubai Financial Services Authority Rulebook, Conduct of Business Module (the "COB Module"), Rule 2.3.4. This announcement and any future connected offer is not, and will not be, directed at Retail Clients as defined in the COB Module.
In the United Arab Emirates (outside the DIFC) (the "UAE"), this announcement is not intended for circulation or distribution other than to persons in the UAE to whom such circulation or distribution is permitted by, or is exempt from the requirements of, the UAE Security and Commodity Authority's Board of Directors Decision No. 3 of 2017 Concerning the Organization of Promotion and Introduction and other applicable UAE laws and regulations.
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 investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering. The value of Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Shares for the entity or person concerned. Past performance cannot be relied upon as a guide to future performance.
Citigroup Global Markets Limited ("Citigroup"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, has been appointed as Sponsor, Global Co-Ordinator and Joint Bookrunner; "), EFG Hermes U.A.E. Limited and EFG Hermes Promoting & Underwriting (together "EFG Hermes") have been appointed as Joint Bookrunner and Underwriter, respectively; Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, has been appointed as Joint Bookrunner; and Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited) ("KBW", and together with Citigroup, EFG Hermes and Investec, the "Banks"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, has been appointed as Lead Manager.
The Banks are each 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 ASA International 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 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 ASA International or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by any of the Banks and any of their respective affiliates acting as investors for their own accounts. In addition, the Banks 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. None of the Banks nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
To the fullest extent permitted under applicable law, none of the Banks or any of their respective affiliates, directors, officers, limited or unlimited partners, 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 ASA International or the Group, 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.
In connection with the Offer, Citigroup Global Markets Limited (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any stock 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 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 stabilising measures, 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 Shares above the Offer Price. Save 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 Shares up to a maximum of 10 per cent of the total number of Shares comprised in the Offer). For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilising period, the Selling Shareholder has granted to the Stabilising Manager on behalf of the Banks, an option pursuant to which the Stabilising Manager may purchase, or procure purchasers for, additional Shares (the "Over-allotment Shares") at the Offer Price. The over-allotment arrangements may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the over-allotment arrangements will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the 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 Shares.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
