NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. RESULTS OF PLACING OF APPROXIMATELY 93 MILLION ORDINARY SHARES IN JUST GROUP PLC (THE “COMPANY” OR “JUST GROUP”) BY FOURTH CINVEN FUNDS (AS DEFINED BELOW) BEING ENTITIES CONTROLLED BY CINVEN LIMITED (“CINVEN”)
Further to the announcement released on 25 September 2017 in relation to a proposed placing of approximately 93 million ordinary shares in Just Group by Cinven, through certain of its funds as defined below (together, the “Sellers”), the Sellers announce that they have sold an aggregate of 93 million ordinary shares in Just Group (the “Placing Shares”) at a price of 140 pence per share (the “Placing”). The Placing Shares represent approximately 10.0% of the Company’s issued share capital.
The Placing was conducted through an accelerated bookbuild. Barclays Bank PLC, acting through its investment bank (“Barclays”) and Numis Securities Limited (“Numis”) acted as Joint Bookrunners (the “Joint Bookrunners”) for the Sellers in connection with the Placing. The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on a T+2 basis on 28 September 2017.
Following completion of the Placing, Cinven will continue to hold 51,479,320 ordinary shares in the Company, representing approximately 5.5% of the issued share capital of the Company. These shares are subject to a lockup which ends 90 days after completion of the Placing (subject to waiver by the Joint Bookrunners and to certain exceptions).
The Company will not receive any proceeds from the Placing.
The Placing Shares were sold on behalf of entities controlled by Cinven comprising Fourth Cinven Fund (No. 1) Limited Partnership, Fourth Cinven Fund (No. 2) Limited Partnership, Fourth Cinven Fund (No. 3 VCOC) Limited Partnership, Fourth Cinven Fund (No.4) Limited Partnership, Fourth Cinven Fund (UBTI) Limited Partnership, Fourth Cinven Fund CoInvestment Partnership, Fourth Cinven (MACIF) Limited Partnership and Fourth Cinven Fund FCPR.
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. 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 AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) 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 PLACING 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 PLACING 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 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 securities referred to herein 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 or of Canada, Australia, South Africa or Japan. Such securities 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 otherwise 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 such securities in the United States or in any other jurisdiction.
The securities referred to herein 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 Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the “Corporations Act”) or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities may be made in Australia except to a person who is (i) either a “sophisticated investor” within the meaning of section 708(8) of the Corporations Act or a “professional investor” within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a “wholesale client” for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No securities may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing 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 any of the Sellers, Barclays, Numis or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, Barclays, Numis or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers, Barclays and Numis to inform themselves about and to observe any applicable restrictions.
Barclays, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting only for the Sellers in connection with the Placing and noone else in connection with the Placing. It will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Barclays nor for providing advice in relation to the Placing or any matters referred to in this announcement.
Numis, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting for the Sellers in connection with the Placing and noone else in connection with the Placing. It will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Numis nor for providing advice in relation to the Placing or any matters referred to in this announcement.
Barclays, Numis and any of their respective affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. 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 Placing Shares. Neither of Barclays nor Numis intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
This document includes statements that are, or may be deemed to be, forwardlooking statements. These forwardlooking statements may be identified by the use of forwardlooking 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 forwardlooking statements include all matters that are not historical facts. Any forwardlooking statements are subject to risks relating to future events and assumptions relating to the Company’s business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forwardlooking statements in this document will be realised. As a result, no undue reliance should be placed on these forwardlooking statements as a prediction of actual results or otherwise.