NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR TO U.S. PERSONS (AS DEFINED BELOW).
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR TO U.S. PERSONS (AS DEFINED BELOW), SUBJECT TO CERTAIN EXCEPTIONS.
PRESS RELEASE
07 March 2019
Accelerated bookbuild offering of approx. 37 million existing shares in Vietnam Enterprise Investments Ltd
Further to the announcement released on 6 March 2019, Jefferies International Limited ("Jefferies") announces that funds managed and advised by APG Asset Management NV (the "APG Funds") have sold 37,028,177 existing ordinary shares in Vietnam Enterprise Investments Ltd ("VEIL"), representing 16.9% of VEIL's issued share capital, to institutional investors pursuant to an accelerated bookbuild process at a price of 415.5p per share (the "Transaction"). Jefferies acted as sole global coordinator and bookrunner on the Transaction.
Proceeds from the Transaction are payable in cash and closing of the Transaction will occur on a T+3 basis on 12 March 2019.
Following the closing of the Transaction, the APG Funds will no longer own shares in VEIL. VEIL will not receive any proceeds from the Transaction.
Enquiries:
Jefferies International Limited Stuart Klein Luca Erpici Oliver Berwin |
+44 (0)20 7029 8000 |
IMPORTANT NOTICE
This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
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. The offer and sale of shares referred to herein has not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of Australia, Canada, Japan or South Africa. VEIL has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). Absent registration under the Securities Act or the Investment Company Act or an exemption from the registration requirements of the Securities Act or the Investment Company Act, the shares referred to herein may not be offered or sold in the United States of America or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), and, subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa. There will be no public offer of the shares in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction.
In member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors: (i) 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 (the "Order"); or (ii) who fall within Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise lawfully be communicated.
No prospectus or offering document has been or will be prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by APG Asset Management NV, Jefferies International Limited and/or any of their respective affiliates. Jefferies International Limited ("Jefferies") is authorised and regulated by the Financial Conduct Authority and is acting exclusively for APG Asset Management N.V. and the APG Funds and no-one else in connection with the offering. Jefferies will not regard any other person as its client in relation to the offering and will not be responsible to anyone other than APG Asset Management N.V. and the APG Funds for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with any offering of the shares, Jefferies and any of its affiliates acting as an investor for their own account may take up as a proprietary position any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition, it may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. Jefferies 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.
None of Jefferies, its respective directors, officers, employees, affiliates, alliance partners, advisers and/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 this announcement) or any other information relating to Vietnam Enterprise Investments Ltd, APG Asset Management N.V., the APG Funds or any of their respective 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.
