Results of Placing and PrimaryBid Offer

RNS Number : 5683R

AO World plc

06 July 2022

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

6 July 2022

AO World PLC

("AO World" or the "Company")

Results of Placing and PrimaryBid Offer

AO World is pleased to announce the results of the Placing and the Primary Bid Offer announced earlier today.

A total of 86,636,386 new ordinary shares of 0.25 pence each in the Company (the "Placing Shares") representing approximately 18.1 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares) have been placed at a price of 43 pence per Placing Share (the "Placing Price") raising proceeds of approximately £37.3 million (before expenses), subject to completion.

In addition, a total of 7,164,865 new ordinary shares of 0.25 pence each in the Company (the "PrimaryBid Shares") representing approximately 1.5 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares) have been placed at the Placing Price raising proceeds of approximately £3.1 million (before expenses), subject to completion.  Total proceeds from the Placing and the Primary Bid Offer are therefore approximately £40.3 million (before expenses), subject to completion.  In addition, as described further below, certain directors of the Company intend to subscribe for ordinary shares at the Placing Price (once the Company ceases to be in a closed period for the purposes of UK MAR).

The Placing Shares and the PrimaryBid Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.25 pence each in the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares and the PrimaryBid Shares.

Jefferies International Limited and Jefferies GmbH (together "Jefferies") and Numis Securities Limited ("Numis"), (together the "Joint Global Coordinators" or "Joint Bookrunners") acted as joint global coordinators, joint bookrunners and joint brokers in relation to the Placing.

Admission

Applications have been made for admission of the Placing Shares and the PrimaryBid Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 11 July 2022 at which time dealings in the Placing Shares and the PrimaryBid Shares will commence. The Placing and the PrimaryBid Offer are conditional upon, inter alia, Admission becoming effective and upon the placing agreement between the Company, Jefferies and Numis becoming unconditional and not being terminated.

Total voting rights

Following Admission, the Company will have 573,323,777 ordinary shares of 0.25 pence each in issue. There are no ordinary shares held in treasury.

Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 573,323,777. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Director subscriptions

In addition to the Placing and the PrimaryBid Offer, certain directors of the Company intend to subscribe for 2,055,301 ordinary shares in aggregate, at the Placing Price (once the Company ceases to be in a closed period for the purposes of UK MAR), as follows:

Name	Intended subscription (number of new ordinary shares)
Chris Hopkinson	2,000,000
Geoff Cooper	25,701
Mark Higgins	19,080
Marisa Cassoni	10,520

The gross proceeds of such subscriptions would be approximately £0.9 million.

Smaller related party transactions

The Company believes that Camelot Capital Partners LLC ("Camelot") and Odey Asset Management LLP ("Odey") each currently hold or have in the last twelve months held 10% or more of the ordinary share capital of the Company. For the purposes of UK Listing Rule 11 the Company therefore believes that they are, or may be, classified as related parties of the Company. Chris Hopkinson is a current director of the Company. For the purposes of UK Listing Rule 11 the Company therefore believes that he is classified as a related party of the Company.

Pursuant to the Placing and subject to completion, Camelot has been placed 23,976,125 Placing Shares at the Placing Price, raising gross proceeds of approximately £10.3 million and Odey has been placed 23,976,125 Placing Shares at the Placing Price, raising gross proceeds of approximately £10.3 million. Chris Hopkinson intends to subscribe for 2,000,000 ordinary shares at the Placing Price (once the Company ceases to be in a closed period for the purposes of UK MAR), raising gross proceeds of approximately £0.9 million.

The above transactions are classified as smaller related party transactions under LR 11.1.10R(1) and are disclosed in accordance with LR11.1.10R(2)(c).

John Roberts, Chief Executive Officer, said:

"We are very pleased with the level of support that we have received from investors. This is a strong endorsement of our strategy to create value by offering our customers brilliant customer service and make AO the destination for everything they need when buying electricals. Notwithstanding the current macroeconomic conditions, we see significant long-term growth opportunities for AO in the UK and this Placing will help us to realise them."

Enquiries
AO World					Tel: [phone]
John Roberts, Founder and Chief Executive					[e-mail]
Mark Higgins, Group CFO
Cynthia Alers, Investor Relations Director
Jefferies (Joint Global Coordinator, Joint Bookrunner & Joint Broker)					Tel: [phone]
Max Jones Thomas Bective Seb Burke
Numis (Joint Global Coordinator, Joint Bookrunner & Joint Broker)					Tel: [phone]
Luke Bordewich Oliver Steele Matthew Radley
Powerscourt					Tel: [phone]
Rob Greening Nick Hayns Elizabeth Kittle					[e-mail]

Capitalised terms used by not defined in this Announcement shall have the meaning given to them in the Proposed Placing and PrimaryBid Offer announcement released earlier today.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together with any statutory instruments made in exercise of powers conferred by such act, the "EUWA") ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.

For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), this Announcement is being made on behalf of the Company by Julie Finnemore, Company Secretary.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "IMPORTANT NOTICES" section of this Announcement below.

IMPORTANT NOTICES

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares and the PrimaryBid Shares have been subject to a product approval process, which has determined that such Placing Shares and PrimaryBid Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares and PrimaryBid Shares may decline and investors could lose all or part of their investment; the Placing Shares and the PrimaryBid Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares or the PrimaryBid 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 UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and/or the PrimaryBid Offer. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 Placing Shares or the PrimaryBid Shares.

Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and the PrimaryBid Shares and determining appropriate distribution channels.

EU Product Governance Requirements

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 Placing Shares have been subject to a product approval process, which has determined that such Placing 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Cautionary Statements

This Announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction.

Persons needing advice should consult an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Each of the Joint Bookrunners are authorised and regulated by the FCA and are acting for the Company in connection with the Placing and no--one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, the contents of this announcement or any transaction or any other matters referred to herein. In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise.

The distribution of any information in this Announcement and the offer, sale and delivery of the Placing Shares or the PrimaryBid Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

This Announcement may contain statements that are, or are deemed to be, forward-looking statements. In some instances, forward--looking looking statements can be identified by the use of terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Forward--looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results and events to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations; and the impact of technological change. Forward--looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward--looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change.

The Placing Shares and the PrimaryBid Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within 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 any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offering of the Placing Shares or the PrimaryBid Shares in the United States.

The Placing Shares and the PrimaryBid Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa. There has been and will be no public offering of the Placing Shares or the PrimaryBid Shares in Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction.

No public offering of the Placing Shares or the PrimaryBid Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the UK version of Regulation (EU) no 2017/1129 of the European Parliament and of the Council of 14 June 2017, which is part of UK law by virtue of the EUWA, and includes any relevant implementing measure in any member state (the "UKProspectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement is for information purposes only and is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (A) if in a member state of the European Economic Area, persons who are qualified investors ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129; (B) if in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are (i) persons who fall within the definition of "Investment Professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (C) persons to whom they may otherwise be lawfully communicated.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares or the PrimaryBid Shares. Any investment decision to buy Placing Shares or the PrimaryBid Shares must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning the Placing Shares or the PrimaryBid Shares. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

Each of the Joint Bookrunners and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

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.

Notice to Canadian Investors:

The Placing of the ordinary shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of ordinary shares acquired by a Canadian investor in this Placing must be made in accordance with applicable Canadian securities laws, which resale restrictions may under certain circumstances apply to resales of any acquired securities outside of Canada.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if any offering document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

 

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