Secondary placing of AJ Bell plc shares

Numis Securities Limited

23 May 2024

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

INTENTION TO SELL PART OF AJ BELL PLC ("AJ BELL" OR THE "COMPANY") HOLDING

23 May 2024

Andy Bell (the "Selling Shareholder"), has today indicated his intention to sell approximately 7.5 million ordinary shares of AJ Bell (the "Placing Shares"), representing up to approximately 1.8% of the Company's existing issued ordinary share capital.

The Placing Shares will be offered to institutional investors through an accelerated bookbuild (the "Placing"). Numis Securities Limited ("Deutsche Numis"), acting as sole bookrunner, has entered into a placing agreement with Lawshare Nominees Limited (in their capacity as nominee on behalf of the Selling Shareholder). The books for the Placing will open with immediate effect. 

The remainder of AJ Bell shares held by the Selling Shareholder following the Placing will be subject to a lock-up which ends 90 days after launch of the Placing (subject to waiver by the Bookrunner and to certain customary exceptions).

The sale is subject to demand, price and prevailing market conditions. The final number of Placing Shares to be placed will be agreed at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Deutsche Numis.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Contacts / Enquiries

Deutsche Numis

James Taylor / Jamie Loughborough / William Baunton 0207 260 1000

Important Notice

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (collectively, the "United States"), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful.  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.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful.  No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.  Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction.  No action has been taken by the Company or any of its respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.  Accordingly, the Placing Shares are being offered and sold by the Company only outside the United States in "offshore transactions" (as such terms are defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S under the Securities Act and otherwise in accordance with applicable laws. There will be no public offer of any securities in the United States.

The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state or other securities commission or other regulatory authority in the United States, and none of the foregoing authorities has 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.

No prospectus, admission document 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 the Seller, Deutsche Numis, or any of their respective affiliates.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Seller, Deutsche Numis, or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Seller, Deutsche Numis, or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

Members of the public are not eligible to take part in the Placing. This Announcement and the information set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129); and (b) in the United Kingdom, at "qualified investors" within the meaning of Article 2(e) of the UK version of Prospectus Regulation (Regulation (EU) 2017/1129) which forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (all such persons referred to in (a) and (b) together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in in the Company or its shares.

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 and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.

Deutsche Numis, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Seller in connection with the Placing and neither Deutsche Numis nor any of its affiliates will be responsible to anyone other than the Seller for providing the protections offered to the clients of Deutsche Numis, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on Deutsche Numis by the Financial Services and Markets Act 2000, any liability therefor is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

END