Announcement of Offer Price

RNS Number : 0205T

Amigo Holdings PLC

29 June 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES OF AMERICA (EXCEPT TO QIBS (AS DEFINED BELOW)), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in or into the United States or in any other jurisdiction, including in or into Canada, Australia, Japan or South Africa. 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 solely on the basis of information contained in the prospectus (the "Prospectus") in its final form expected to be published Amigo Holdings PLC ("Amigo" or the "Group") in due course 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 main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will, following its publication, be available for inspection from www.Amigoplc.com.

29 June 2018

Amigo Holdings PLC

Announcement of Offer Price

Offer Price set at 275 pence

Following its announcement on 7 June 2018 of its intention to proceed with an initial public offering (the "IPO" or the "Offer"), Amigo, the leading company in the UK guarantor loan space, today announces the successful pricing of the Offer at 275 pence per Share (the "Offer Price").

Offer Highlights

-             The Offer Price has been set at 275 pence per Share

-         Based on the Offer Price, the total market capitalisation of Amigo at the commencement of conditional dealings will be approximately £1,307.2 million

-             Richmond Group Limited and certain directors, senior managers and employees (the "Selling Shareholders") will sell a total of 118,836,758 Shares (the "Offer Shares"), receiving gross proceeds of approximately £326.8 million pursuant to the Offer, assuming no exercise of the Over-allotment Option (as defined below)

-             In addition, a further over-allotment option (the "Over-allotment Option") of up to 10% of the Offer size will be made available to J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") as stabilisation manager by the Selling Shareholders

Glen Crawford, Chief Executive Officer of Amigo said:

"Today is a significant milestone for all of us at Amigo. We are delighted with the level of support and interest we have received from our new investors. I'd like to thank all of our employees for their hard work and the fantastic service they give our customers every day. We look forward to further growth and success as a listed company and helping even more people who need alternative finance options."

Admission and Dealings

-             Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8:00 a.m. on 29 June 2018 under the ticker "AMGO"

-           Admission of the 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 ("Admission"), and the commencement of unconditional dealings in the Shares are expected to take place at 8:00 a.m. on 4 July 2018

-             Immediately following Admission, the issued share capital of Amigo will be 475,333,760 Shares

Further Information

-           Pursuant to the underwriting agreement with the underwriters, Amigo and Richmond Group Limited will be subject to 180 day lock-up arrangements, subject to certain exceptions and to waiver by the Joint Global Coordinators, and the Directors and other senior management will be subject to 365 day lock-up arrangements from the day of Admission, subject to certain exceptions and to waiver by the Joint Global Coordinators.  Pursuant to a separate agreement with Amigo, the Selling Shareholders other than Richmond Group Limited will also be subject to a three year lock-up, under which one third of their respective shares will be released each year following Admission.

-            Subject to satisfying the appropriate criteria, it is expected that Amigo will be eligible for inclusion in the FTSE UK Index Series.

-          Full details of the Offer, including the lock-up arrangements referred to above, will be included in the Prospectus, which is expected to be published and available on Amigo's website later today.

-            In relation to the Offer and Admission, J.P. Morgan Cazenove is acting as Joint Global Co-ordinator, Joint Bookrunner and Sole Sponsor, RBC Europe Limited (which conducts its United Kingdom investment banking activities as RBC Capital Markets) ("RBC Capital Markets") is acting as Joint Global Co-ordinator and Joint Bookrunner, and Macquarie Capital (Europe) Limited (which conducts its United Kingdom investment banking activities as Macquarie Capital) ("Macquarie Capital") is acting as Joint Bookrunner.

Enquiries

Sponsor, Joint Global Coordinator and Joint Bookrunner J.P. Morgan Cazenove Ina De Nicholas Hall Kamalini Hull Christian Kornhoff	Tel: [phone]
Joint Global Coordinator and Joint Bookrunner RBC Capital Markets Oliver Hearsey Martin Frowde Duncan Smith Marcus Jackson	Tel: [phone]
Joint Bookrunner Macquarie Capital Jonny Allison Alex Reynolds Kavita Choitram	Tel: [phone]
Hawthorn PR Advisor Andrew Orchard Victoria Ainsworth	Tel: [phone]

 

Expected Timetable of Principal Events Event Commencement of conditional dealings on the London Stock Exchange Admission and commencement of unconditional dealings on the           London Stock Exchange CREST accounts credited Dispatch of definitive share certificates (where applicable) Global Offer Statistics Offer Price (per share) Number of Offer Shares (assuming no exercise of the Over-allotment Option) Percentage of the issued share capital sold in the Offer (assuming no           exercise of the Over-allotment Option) Number of Shares subject to the Over-allotment Option Number of Shares in issue following the Offer Expected market capitalisation of Amigo at the Offer Price Gross proceeds receivable by the Selling Shareholders

Time and Date 29 June 2018, 8:00am 4 July 2018, 8:00am 4 July 2018 From 4 July 2018 275p 118,836,758 25% 11,883,675 475,333,760 £1,307.2 million £326.8 million

About Amigo

Amigo Holdings PLC (www.amigoplc.com) 

The Group is the leading company in the UK guarantor loan space, with a product market share of approximately 88% and a Net Loan Book of £647 million and approximately 182,000 borrowers as of 31 March 2018. It pioneered the guarantor loan concept in the UK, which is a personal loan for which interest and principal payments are guaranteed by a second individual, typically a family member or friend with a stronger credit profile than that of the borrower. It offers a single, simple product, which is a guarantor loan under which individuals are currently able to borrow between £500 and £10,000 over a term of between 12 months and 60 months at a standard annual percentage rate of 49.9% (which equates to a flat interest rate of 41.16%) with no fees, hidden charges or redemption penalties charged by the Group.

With a guarantor loan product, payments are guaranteed by a guarantor, meaning the Group has recourse to a second individual. A guarantor loan also enables a relationship driven loan arrangement which the Group believes provides potential benefits to all parties. The majority of its borrowers are not able to access mainstream finance due to having a thin, poor or no credit record with credit reference agencies. With a guarantor loan product, borrowers benefit from access to finance which would not otherwise be available to them and a means of building or rehabilitating their credit scores. The guarantor benefits by assisting the borrower, with whom they typically have a close existing relationship. As lender, the Group benefits as the borrower is more incentivised to ensure payments are made on debt guaranteed by a relative or friend. This mutually beneficial relationship between lender, borrower and guarantor is at the core of its business.

The Group is a mid-cost lender, defined by the FCA as credit above prime borrowing rates but below the high-cost short-term credit ("HCSTC") cap level. The Group's guarantor loan product is distinct from more expensive or less flexible forms of non-standard finance, such as payday loans, in that it offers a significantly lower interest rate (its APR of 49.9%, compared to payday loan representative APRs which, although subject to the HCSTC cap level, can exceed 1,000%), larger loan amounts (its average outstanding loan size of £3,992 for the year ended 31 March 2018, compared to average payday loan balances typically under £1,000) and longer payment terms (its average loan term for the year ended 31 March 2018 was 39 months, compared to an average payday loan term of less than 30 days). Payday loans are generally targeted towards borrowers in need of a small amount of short term credit, whereas the Group's guarantor loan product is targeted toward buyers in need of a comparatively larger loan amount for a longer term.

Since the Group's inception in 2005, it has focused exclusively on developing and refining its guarantor loan concept. The Group believes its guarantor loans are a simple and transparent product. The Group believes its established customer facing processes ensure a clear and unambiguous agreement with full understanding between all parties and that lending decisions are made responsibly. Its bespoke IT and operational platforms have been purpose built to support its guarantor lending activities, enabling consistent operational performance and speed to market, as well as what the Group believes to be a high level of customer service. Its success in customer service is illustrated by its high repeat customer rate (approximately 51.0% of the number of new loans originated in the year ended 31 March 2018 were to repeat customers), and its Trustpilot rating of 9.4, based on around 19,000 reviews.

The Group's 13 year presence in the guarantor loan market has enabled it to acquire and develop significant depth in customer data and credit scorecards. It believes it has collected the largest amount of customer data from past loans and applications of any UK guarantor lender. The Group is able to use this data in its scorecards, loan performance analysis and underwriting decisions, giving it what the Directors believe to be a significant competitive differentiator and particular advantages against new entrants to the market. As a result, the Directors believe that the Group is well positioned to participate substantively in further growth potential in the non-standard lending market.

The Group has worked to build its brand recognition through targeted advertising and marketing. Since launching the Amigo brand in 2012, the Group has invested over £62 million in building its profile through highly visible TV, radio and online advertising campaigns, with the result that the Group is now one of the most recognised non-standard finance brands in the UK. 98% of UK adults have seen an Amigo advert and the Group's website has over 900,000 unique monthly users. Its brand has become synonymous with the guarantor loan market in the UK. The Group expects to spend up to approximately £2.0 million per month on advertising and marketing to ensure brand awareness remains high.

Compliance and Treating Customers Fairly ("TCF") are at the heart of the Group's business and its culture, and is implemented through its customer service processes and its underwriting and collection procedures. The Group seeks to treat all of its customers fairly and offers customers in financial difficulty a number of payment options tailored to their individual circumstances. For example, the Group's policies include never seeking possession or an order for sale of a customer's home and never reporting any information regarding a guarantor to credit reference agencies. The Group reviews all of its customer facing employees at least weekly and operates ongoing refresher training to ensure that ethical behaviour and the principles of treating customers fairly are embedded in its culture. This is borne out by the Group's customer satisfaction scores, which are higher than those of all the main high street banks and high in relation to other guarantor loan providers. The Group had only 80 cases referred to the UK Financial Ombudsman Service ("FOS") in total during the period 1 July to 31 December 2017, which is a relatively low number given that the Group had, in total, approximately 334,000 borrowers and guarantors as of 31 December 2017.

The Group has full Financial Conduct Authority ("FCA") authorisation. Over time, it has invested in a number of areas to build its standing with the FCA, such as enhancing its forbearance policy and increasing the detail of its affordability checks. The Group believes its relationship and ongoing dialogue with the FCA ensures it is well placed to anticipate and adapt to any changes in regulatory requirements.

In the year ended 31 March 2018, the Group generated £210.8 million in revenue, £66.1 million in profit before tax and £50.6 million in profit after tax, resulting in a risk adjusted margin of 30.8%. As of 31 March 2018, its Net Loan Book was £646.9 million. From 31 March 2016 to 31 March 2018, its Net Loan Book has grown at a compound annual growth rate ("CAGR") of 55.9%, its profit after tax has grown at a CAGR of 5.3% and its Adjusted Profit after Tax has grown at a CAGR of 26.0%.

IMPORTANT NOTICE

The contents of this announcement, which has been prepared by and is the sole responsibility of Amigo, have been approved by J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan") and RBC Europe Limited (which conducts its United Kingdom investment banking activities as RBC Capital Markets) ("RBC") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 as amended ("FSMA").

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Amigo has included non-IFRS financial measures in this announcement (including adjusted profit after tax and adjusted tangible equity) which have not been and will not be audited. These non-IFRS financial measures are not recognised measures of financial performance or liquidity under IFRS, but are measures used by the Group's management to monitor the underlying performance of the Group's business and operations. These non-IFRS measures may not be indicative of the Group's historical operating results nor are such measures meant to be predicative of future results. These measurements may not be comparable to those of other companies under the same or similar names. Reference to these non-IFRS financial measures should be considered in addition to IFRS financial measures, but should not be considered а substitute for results that are presented in accordance with IFRS. Undue reliance should not be placed on these non-IFRS financial measures.

Neither this announcement, nor the information contained herein is for release, publication or distribution, in whole or in part, directly or indirectly, or into Australia, Canada, Japan, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) (except to persons reasonably believed to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the United States Securities Act of 1933 (the "Securities Act")) or any jurisdiction in which it would be unlawful to do so nor should it be taken or transmitted into any such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese, South African or other securities laws. The Offer and the distribution of this announcement and other information in connection with Admission and the Offer in other jurisdictions may be restricted by law and persons into whose possession any 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 does not contain or constitute or form part of, and should not be construed as, an offer to sell or issue, or an offer or the solicitation of an offer, to buy, or subscribe for or acquire, securities of the Group to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful, nor does it purport to give legal, tax or investment advice. No part of this announcement, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The securities referred to herein may not be offered, sold, transferred or otherwise disposed of, directly or indirectly, in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

The Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction where to do so could be unlawful.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) 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 exclusively addressed to and directed at Qualified Investors who are (i) persons 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"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it can otherwise lawfully be distributed (each a "Relevant Person"). This announcement must not be acted or relied upon by persons other than Qualified Investors in any member state of the EEA other than the United Kingdom and Relevant Persons in the United Kingdom and any investment or investment activity or controlled investment or controlled activity to which this presentation relates will only be available to such persons and will be engaged in only with such persons.

This announcement contains historical market data that has been obtained or derived from industry publications, market research and other publicly available information. Certain information regarding market size, market share, market position, growth rate and other industry data pertaining to the Group and its business contained in this announcement consist of Directors' estimates and conclusions based on their review of internal Group data, external third-party data, reports compiled by professional organisations and other sources. Third party industry publications, studies and surveys generally state that the data contained therein has been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While Amigo reasonably believes that each of these publications, studies and surveys has been prepared by a reputable party, neither Amigo nor J.P. Morgan, RBC or Macquarie Capital (Europe) Limited ("Macquarie") (J.P. Morgan, RBC and Macquarie together, the "Banks"), nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, have independently verified the data contained therein. In addition, certain industry, market and competitive position data contained in this announcement come from Amigo's internal research and estimates based on the knowledge and experience of Amigo's management in the markets in which Amigo operates. While Amigo reasonably believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change.

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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Forward-looking statements include all matters that are not historical facts and involve predictions, and include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; contracted revenues, committed revenues, liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of the Group's markets; and the strength of the Group's competitors. Such statements may differ materially from the Group's actual results. These expectations and estimates are based on a number of assumptions, which are inherently subject to significant business, operational, economic and other risks, many of which are outside of the Group's control. Accordingly, such assumptions may not materialise at all. Any forward-looking statements, including the Group's medium term objectives, reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which the Group operates. In particular, such factors include, but are not limited to, changes in economic conditions, the Group's competitive environment, the Group's relationship with customers, the Group's ability to execute its strategy, the legislative or regulatory regimes under which the Group operates, or the taxation regime applicable to the Group, as well as other factors within and beyond the Group's control that may affect its operations or planned strategies and operational initiatives. As a result, the Group's actual results may vary from the medium term objectives established herein and those variations may be material. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

Each member of the Group, the Banks and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise, subject, in the case of the Group and its affiliates, as required by law or regulation.

Each of the Banks are acting exclusively for Amigo 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 the Group 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. Each of J.P. Morgan and RBC are authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom. Macquarie is authorised and regulated by the FCA in the United Kingdom.

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the FCA and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by Amigo in due course in connection with Admission. Copies of the Prospectus will, following its publication, be available from the Group's website at www.Amigoplc.com. Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by Amigo in connection with the Offer and Admission. Before investing in the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change without notice, and neither Amigo nor the Banks, nor any of their respective directors, officers, employees, agents, affiliates, advisors or agents, undertake any obligation to provide the recipient(s) with access to any additional information or to update the information contained herein, or to correct any inaccuracies in the information contained herein, including any data or forward-looking statements.

The Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee the Offer and/or that Admission will occur and you should not base your financial decisions on the Group's intentions in relation to the Offer and Admission at this stage.

The merit and suitability of an investment in Amigo or any of its affiliates should be independently evaluated and any person considering such an investment in Amigo or any of its affiliates is advised to consult a professional advisor as to the suitability of such investment, including the Offer, for the person concerned, and to obtain independent advice as to the legal, tax, accounting, financial, credit and other related aspects, prior to making an investment. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire 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 Offer. The value of the Shares can decrease as well as increase. Past performance cannot be relied upon as a guide to future performance.

In connection with the Offer, each of the Banks and any of their affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the Offer as a principal position 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 Amigo or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and any of 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 by law, none of the Banks nor any of their respective affiliates or any of their respective directors, officers, 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 statement made or purported to be made by it, or on its behalf, in connection with Amigo, the Shares or the Offer or any other information relating to Amigo, 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. Each of the Banks and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

In connection with the Offer, J.P. Morgan, as 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 stabilisation 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 securities 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 of 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 stabilisation, 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. Except 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% of the total number of Shares comprised in the Offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such overallotments and/or from sales of Shares effected by it during the stabilizing period, it is expected that the Selling Shareholders will grant the Stabilising Manager the over-allotment option, pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares up to a maximum of 10% of the total number of Shares comprised in the Offer (the "Over-allotment Shares") at the Offer Price (the "Over-allotment Option"). The Over-allotment Option will be exercisable 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 of the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option 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 issued or sold in the Offer and will form a single class for all purposes with the other Shares.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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.

 

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