Proposed sell down of minority stake in Logista

RNS Number : 0374Q

Imperial Brands PLC

06 September 2017

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED BY THE MARKET ABUSE REGULATION (EU) 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

LAUNCH OF PLACING OF UP TO 13,275,000 ORDINARY SHARES IN LOGISTA AND ASSOCIATED SHARE BUY-BACK PROGRAMME OF UP TO £160 MILLION IMPERIAL BRANDS ORDINARY SHARES

6 September 2017

Imperial Brands PLC ("Imperial Brands") announces today its intention to sell up to 13,275,000 ordinary shares of €0.20 each (the "Placing Shares") in Compañía De Distribución Integral Logista Holdings, S.A.U. ("Logista", or the "Company"). The Placing Shares are held indirectly by Imperial Brands and represent up to approximately 10 per cent of the Company's existing issued ordinary share capital (the "Placing").

Imperial Brands also announces today that up to £160 million of the Placing proceeds will be used to repurchase a maximum of 4,984,423 ordinary shares (the "Maximum Repurchase") in the capital of Imperial Brands (the "Share Buy-Back"). The Share Buy-Back will be conducted on a discretionary basis during the period from 7 September 2017 to the start of Imperial Brands' closed period on 30 September 2017. In the event that the Maximum Repurchase is not effected by that date, Imperial Brands intends to continue the Share Buy-Back on a non-discretionary basis until 8 November 2017 and a further announcement would be made, as appropriate.

Oliver Tant, CFO of Imperial Brands, commented:

"Logista continues to perform strongly and we have taken this opportunity to realise further value from the business and use the proceeds to buy-back Imperial Brands shares and reduce net debt, underpinning our commitment to creating sustainable value for our shareholders.  Our continued strong cash generation enables us to use a portion of the proceeds to buy-back our own shares, redeploying capital in an efficient manner."

"We said at our Half Year that Imperial Brands would deliver a stronger second half performance and this is being reflected in further improvements to our share trends and quality of growth in many priority markets, as we continue to step up investment behind our Growth and Specialist Brands. We are delivering against our strategic priorities and remain focused on maintaining our growth momentum over the final weeks of the financial year."

Placing

The Placing Shares are being offered to institutional investors by way of an accelerated bookbuild placing, which is open with immediate effect. Credit Suisse and Goldman Sachs International are acting as joint global coordinators and joint bookrunners on the Placing (together, the "Joint Bookrunners").

Following completion of the Placing, and assuming the sale of the aforementioned number of shares, Imperial Brands will indirectly hold 79,650,001 Logista shares, representing approximately 60 per cent of Logista's issued share capital. As is customary in such transactions, Imperial Brands has entered into a 90 day lock-up restriction from settlement on its remaining Logista shares, whereby it has agreed not to dispose of any remaining shares without the Joint Bookrunners' consent.

The final number of Placing Shares to be placed and the price per Placing Share will be agreed by Imperial Brands and the Joint Bookrunners at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter through an "hecho relevante". The timing of the closing of the book, pricing and allocations is at the absolute discretion of Imperial Brands and the Joint Bookrunners.

Share Buy-Back

The Share Buy-Back will initially be managed by Credit Suisse on a discretionary basis. It is expected that the Share Buy-Back will commence tomorrow and be completed prior to 30 September 2017. However, in the event that the Maximum Repurchase is not effected by 30 September 2017, Imperial Brands reserves the right to continue the Share Buy-Back thereafter on a non-discretionary basis and, if so, a further update will be made as appropriate. The purpose of the Share Buy-Back is to reduce the capital of Imperial Brands; purchased shares will be cancelled.

Any purchases of ordinary shares by Imperial Brands in relation to this announcement will be carried out on the London Stock Exchange and will be effected within certain pre-set parameters and in accordance with (and subject to the limits prescribed by) Imperial Brand's general authority to purchase shares granted by its shareholders at its 2017 Annual General Meeting held on 1 February 2017. The Share Buy-back will also be conducted within the parameters prescribed by the Market Abuse Regulation (EU) 596/2014 ("MAR"), the Commission Delegated Regulation (EU) 2016/1052 and Chapter 12 of the Listing Rules. 

Enquiries:

Imperial Brands Investor Relations                               

Peter Durman                                                               [phone]

Mat Slade                                                                    [phone]

Imperial Brands Press Enquiries                                   

Alex Parsons                                                                [phone]

Simon Evans                                                                 [phone]

Credit Suisse                                                                [phone]

Charles Donald

Jerome Renard                                                                        

Goldman Sachs International                                         [phone]

Anthony Gutman

Richard Cormack                                                                    

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.  THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. 

THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA.

The distribution of this announcement may, in certain countries, constitute a breach of applicable laws.

With respect to the Member States of the European Economic Area which have implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, the "Prospectus Directive") (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring the publication of a prospectus in any Relevant Member State. As a result, these securities may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive.

This announcement is only addressed to, and directed at, persons in Relevant Member States who are "qualified investors" within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors").

In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who are "investment professionals" falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within article 49(2)(a)-(d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "Relevant Persons"). Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, Relevant Persons.

Each of the Joint Bookrunners, Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Goldman Sachs International, which in the United Kingdom are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority,  is acting for Imperial Brands and for no-one else in connection with the transaction referred to herein and will not be responsible to anyone other than Imperial Brands for providing the protections afforded to clients of such Joint Bookrunner, or for providing advice in relation to the transaction referred to herein, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by the Joint Bookrunners on behalf of Imperial Brands and is the sole responsibility of Imperial Brands apart from the responsibilities and liabilities, if any, that may be imposed on the Joint Bookrunners (or either of them) by the Financial Services and Markets Act 2000, as amended. Each of the Joint Bookrunners does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Imperial Brands, or on Imperial Brands' behalf, or by the Joint Bookrunners (or either of them) or on their behalf, in connection with Imperial Brands or the transaction, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Joint Bookrunners accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement and any such statement.

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 "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Imperial Brands' business, in particular from changes in political conditions, economic conditions or evolving business strategy. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

 

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