NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN
THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
IG Group Holdings plc
Result of share placing
Further to the announcement ('Announcement') made earlier today regarding the placing of Placing Shares in IG Group Holdings plc ('IG') to finance the acquisition of FXOnline Japan KK, IG is pleased to announce that 27,864,407 new ordinary shares of 0.005 pence each have been successfully placed by UBS Limited ('UBS' or 'UBS Investment Bank') acting as sole bookrunner and broker. Following the accelerated bookbuilding process, the Placing Price has been set at 295 pence per Placing Share, raising gross proceeds of £82.2 million. The Placing Shares being issued represent approximately 8.5 per cent of IG's issued ordinary share capital prior to the Placing.
Application will be made for admission of the Placing Shares to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities (together, 'Admission'). It is expected that Admission will become effective and dealings in the Placing Shares will commence no later than 8.00 a.m. on 29 September 2008.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with IG's existing ordinary shares, including the right to receive all future dividends and other distributions, other than the final ordinary dividend that is payable in respect of the financial year ended 31 May 2008.
For further information please contact:
IG Group Holdings plc 020 7896 0011
Tim Howkins, Chief Executive
Steve Clutton, Finance Director
Financial Dynamics 020 7269 7200
Robert Bailhache
Nick Henderson
UBS Investment Bank 020 7567 8000
Adrian Haxby
Tom Johnson
Lexicon Partners 020 7653 6000
Mark Hennessy
Nick Chapman
Defined terms in this announcement have, unless the context otherwise requires, the same meaning given to them in the Announcement.
Disclaimer
UBS is acting exclusively for IG and for no one else in relation to the proposed Placing and will not regard any other person as a client in relation to the Placing and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the Placing, or any other matters referred to in this announcement.
Lexicon Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IG in connection with the Acquisition and no-one else and will not be responsible to anyone other than IG for providing the protections afforded to their clients or for providing advice in relation to the Acquisition or any matter referred to in this announcement.
This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, Placing Shares in any jurisdiction including, without limitation, the United Kingdom, the United States, Canada, Australia or Japan. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful.
This announcement is not an offer of securities for sale in the United States. Placing Shares may not be offered, sold or transferred in the United States absent registration under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not offered and does not intend to offer any securities to the public in the United States.
The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers ('QIBs') pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.
The Placing Shares referred to in this announcement have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the ''Financial Instruments and Exchange Law''). Accordingly, UBS will not, directly or indirectly, offer or sell any Placing Shares in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exception from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and other relevant laws and regulations of Japan.
The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by IG, UBS, or any of their respective Affiliates, that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by IG and UBS to inform themselves about and to observe any such restrictions.
Certain statements made in this announcement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as ''may'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'' or similar expressions and relate to, among other things, the performance of IG's various business units in the near to medium term, IG's expectations in respect of the Placing, IG's business strategy and its plans and objectives for future operations. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. Factors that might cause forward-looking statements to differ materially from actual results, include among other things, general economic conditions in the European Union, in particular in the United Kingdom, and in other countries in which IG has business activities or investments, including the United States and, following the Acquisition, Japan; and the potential exposure of IG to various types of market risks, such as interest rate risk, foreign exchange rate risk, credit risk and commodity and equity price risk.
These forward-looking statements speak only as of the date of this announcement. The information and opinions contained in this announcement are subject to change without notice and, subject to compliance with applicable law, IG assumes no responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein.
Any indication in this announcement of the price at which ordinary shares in IG have been bought or sold in the past cannot be relied upon as a guide to future performance.
This announcement is the sole responsibility of IG. 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 UBS, Lexicon Partners 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 therefor is hereby expressly disclaimed.