Approval and Publication of Prospectus

RNS Number : 0971T

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") published in connection with the proposed admission of ordinary shares (the "Shares") of Amigo Holdings PLC ("Amigo") 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") ("Admission").

29 June 2018

Amigo Holdings PLC

Approval and Publication of Prospectus

Following the announcement of the offer price published earlier today in connection with its initial public offering (the "Offer"), Amigo confirms that the Prospectus has today been approved by the UK Listing Authority and published by Amigo.

The Prospectus relates to the proposed admission of Amigo's ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange.

Details of the Offer are set out in the Prospectus, which will shortly be published on Amigo's website at https://www.amigoplc.com. Hard copies will also be available during normal business hours at Amigo's registered office, Nova Building, 118-128 Commercial Road, Bournemouth BH2 5LT, United Kingdom.

The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available at: www.morningstar.co.uk/uk/NSM.

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]

IMPORTANT NOTICE

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.

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.

Each of J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), RBC Europe Limited (which conducts its United Kingdom investment banking activities as RBC Capital Markets) ("RBC Capital Markets") and Macquarie Capital (Europe) Limited (which conducts its United Kingdom investment banking activities as Macquarie Capital) ("Macquarie Capital") (together, 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 Cazenove and RBC Capital Markets are authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom. Macquarie Capital 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. Copies of the Prospectus are 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 Prospectus. 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. 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 that Admission will occur and you should not base your financial decisions on the Group's intentions in relation to 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 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 Cazenove, 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.

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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