Announcement of Offer Price

RNS Number : 0462D

Ibstock PLC

22 October 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into Australia, Canada, Japan, the United States of America 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 or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") expected to be published by Ibstock plc in due course in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange. A copy of the Prospectus will, following publication, be available for inspection from Ibstock's registered office and from Ibstock's website at www.ibstockplc.com, subject to applicable securities laws. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States of America or in any other jurisdiction.

For immediate release

22 October 2015

Ibstock plc

Announcement of Offer Price

Ibstock plc (the "Company" and, together with its subsidiaries, the "Group"), the leading manufacturer by volume of clay bricks sold in the UK[1], today announces the successful pricing of its initial public offering (the "IPO" or "Offer") of 162,200,000 ordinary shares (the "Ordinary Shares") at 190 pence per Ordinary Share (the "Offer Price").

·	Based on the Offer Price, the market capitalisation of the Company at the commencement of conditional dealings will be £770.5 million.
·	Following admission of the Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for the London Stock Exchange (together "Admission"), the Company will have 405,500,000 Ordinary Shares in issue, with a free float of 40.0 per cent. assuming no exercise of the over-allotment option and 46.0 per cent. assuming exercise of the over-allotment option in full.
·	The Company will receive £100.0 million of gross proceeds from the Offer.
·	The selling shareholders comprise Diamond (BC) S.à. r.l. (the "Bain Capital Fund") and certain individual shareholders comprising current members of the Group's management (together with Bain Capital Fund, the "Selling Shareholders").
·	The Offer is expected to raise gross proceeds of £208.2 million for the Selling Shareholders, assuming no exercise of the over-allotment option, and £254.4 million assuming exercise of the over-allotment option in full.
·	The Offer represents 40.0 per cent. of the Ordinary Shares of the Company assuming no exercise of the over-allotment option and 46.0 per cent. assuming exercise of the over-allotment option in full.
·	Following Admission, the directors and certain other members of the Group's management will hold 7.0 per cent. of the Ordinary Shares and the Bain Capital Fund will hold 53.0 per cent. of the Ordinary Shares assuming no exercise of the overallotment option and 47.0 per cent. assuming exercise of the over-allotment option in full.
·	Conditional dealings will commence on the London Stock Exchange at 8.00 a.m. today under the ticker "IBST" (ISIN: GB00BYXJC278).
·	Admission to the premium listing segment of the main market of the London Stock Exchange and the commencement of unconditional dealings in the Ordinary Shares are expected to take place at 8.00 a.m. on 27 October 2015.
·	As stabilising manager, UBS Limited has been granted an over-allotment option, exercisable no later than 30 calendar days from today, by the Bain Capital Fund over up to 24,330,000 Ordinary Shares, representing 15 per cent. of the Offer size.

Wayne Sheppard, CEO of Ibstock, said:

"A successful listing is a milestone in the development of the Group and we are delighted to be returning to the public markets.  Against a background of robust demand fundamentals we have a clear growth strategy in place and are investing in new capacity and new product development to increase volumes to supply the recovering housing markets in the UK and the US. Flotation enhances our ability to execute these growth plans at a time when prospects for the business are robust and we are excited about our future as a listed business."

Further Information

·      The Company (180 days), the Bain Capital Fund (180 days), the directors and certain other current members of the Group's management (365 days) have committed to lock-up arrangements following Admission, which are subject to certain customary exemptions including waiver by the Joint Global Co-ordinators.

·      Following completion of the IPO, the Company is expecting to be eligible for inclusion in the FTSE UK Index Series at the next quarterly review.

·      In relation to the Offer, J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and UBS Limited are acting as Joint Sponsors. J.P. Morgan Cazenove and UBS Limited are acting as Joint Global Co-ordinators and, together with Barclays Bank PLC and Numis Securities Limited, as Joint Bookrunners. N M Rothschild & Sons Limited ("Rothschild") is acting as Financial Adviser to the Company.

Full details of the Offer will be included in the Prospectus, which is expected to be published and available on the Company's website later today. Unless otherwise defined, terms used in this announcement shall have the same meaning as in the Prospectus.

Enquiries

Ibstock (enquiries via Citigate Dewe Rogerson)

Wayne Sheppard (CEO)

Kevin Sims (CFO)

Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners

J.P. Morgan Cazenove                                   [phone]

Richard Perelman

Charlie Pretzlik

James Taylor

Philip Thorne

UBS                                                                 [phone]

Mark Stockdale

Christopher Smith

Alexandre Blanchard

Abid Chaudhri

Joint Bookrunners

Barclays                                                           [phone]

Alex de Souza

Robert Cerdan

Robert Mayhew

Numis                                                              [phone]                

Alex Ham

Richard Thomas

Jamie Loughborough

Financial Adviser

Rothschild                                                        [phone]

Nigel Himsworth

Peter Nicklin

Stephen Griffiths

Financial Public Relations

Citigate Dewe Rogerson                                  [phone]                            

Kevin Smith

Simon Rigby

Nick Hayns

Expected Timetable

Commencement of conditional dealings in Ordinary Shares on the London Stock Exchange Admission and commencement of unconditional dealings in Ordinary Shares on the London Stock Exchange Ordinary Shares credited to CREST accounts (where applicable)[2]

Time and Date[3], [4] 8.00 a.m. on 22 October 2015 8.00 a.m. on 27 October 2015 27 October 2015

Disclaimers

Important notice

The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved by J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC") and UBS Limited 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 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 publication, distribution or release, in whole or in part, directly or indirectly, to United States news wire services or in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would be unlawful or would require registration or other measures.

The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, 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 an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including Australia, Canada, Japan, the United States or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Ordinary Shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. The Company does not intend to register any part of the Offer in the United States and there will be no public offering of securities in the United States.

The Ordinary Shares have not been and will not be registered under the applicable securities laws of Canada, Japan, South Africa or Australia and may not be offered or sold in Canada, Japan, South Africa or Australia except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in Canada, Japan, South Africa or Australia.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive.

This announcement may include 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. Any forward-looking statements 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 and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

Save as required by law, or by the Listing Rules, the Prospectus Rules or the Disclosure Rules and Transparency Rules of the Financial Conduct Authority ("FCA"), the Company, J.P. Morgan Cazenove, UBS Limited, Barclays Banks PLC and Numis Securities Limited (each a "Bank" and together, the "Banks") and Rothschild 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. You are cautioned against placing undue reliance on any forward-looking statement in this announcement.

Any purchase or subscription of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with the Offer. No reliance may or should be placed by any person for any purpose whatsoever on the information and opinions contained in this announcement or on its completeness, accuracy or fairness (or whether any information has been omitted from the announcement). The information in this announcement is subject to change and does not purport to be full or complete.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments.

The Offer timetable, including the date of Admission may be influenced by factors such as market conditions. There is no guarantee that Admission will occur and you not should base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Each of J.P. Morgan Cazenove, UBS Limited, Barclays Bank PLC and Rothschild are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, and Numis Securities Limited, authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company no one else in connection with the Offer. The Banks and Rothschild will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein.

In connection with the Offer, the Banks, Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any or issue, offer, subscription, acquisition, dealing or placing by, each of the Banks, Rothschild and any of their affiliates acting as investors for their own accounts. In addition certain of the Banks, Rothschild or any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which Rothschild and such Banks (or their affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. None of the Banks or Rothschild intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks or Rothschild by the FSMA or the regulatory regime established thereunder, neither the Banks nor Rothschild nor any of their respective affiliates or any of their respective directors, officers, employees, advisers or any other person accepts any responsibility or liability whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its truth, accuracy, completeness or fairness (or whether any information has been omitted from the announcement) or any other information relating to the Group made or purported to be made by it or on behalf of it (or any of its operating company undertakings or affiliates or any of their respective directors, officers, employees or advisers), the Company, the directors or any other person, in connection with the Company, the Ordinary Shares or the Offer, whether written, oral or in visual or electronic form and howsoever transmitted or made available, and nothing in this announcement or any such other information shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Banks and Rothschild accordingly disclaim to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this announcement or any such other information.

In connection with the Offer, UBS, as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprised in the Offer. The Stabilising Manager will not be required to enter into such transactions and such transactions may be effected on any stock, 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 Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter and shall be carried out in accordance with applicable rules and regulations. 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 stabilising measures, 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 Ordinary Shares above the offer price. Save 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.

Certain figures 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.

 

---

[1] Approximate 40% market share based on volume of bricks sold in 2014, excluding imports

[2] Or as soon as practicable thereafter. No temporary documents of title will be issued.

[3] Times and dates set out in the timetable above and mentioned throughout this announcement that fall after the date of publication of this announcement are indicative only and may be subject to change without further notice.

[4] All references to time in this timetable are to UK time.

 

END

 

 

MSCPGGBGUUPAUCP