PLACING OF SHARES IN INPOST S.A.

Jefferies International Limited.

11 September 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

11^th September 2024

AI Prime & Cy S.C.A. announces pricing of an accelerated placement of shares of InPost S.A.

On 11 September 2024, AI Prime & Cy S.C.A. ("AI Prime"), an Advent International company, announced the pricing of an accelerated placement (the "Placement") to institutional investors of 20 million ordinary shares of InPost S.A. (the "Company") constituting c.4% of the Company's existing share capital, at a price of EUR 17.00 per ordinary share.

Upon settlement of the Placement, the aggregate ownership interest of AI Prime in the Company's issued ordinary share capital will be c.11%. Settlement is expected to occur on 13 September 2024.

As part of the transaction, remaining shares held by AI Prime will be subject to a 60 day lock up period, subject to customary exemptions.

Barclays Bank PLC, Goldman Sachs International and Jefferies GmbH acted as Joint Global Co-Ordinators and Joint Bookrunners for the Placement. BNP Paribas, Banco Santander, S.A. and Santander Bank Polska S.A. acted as Joint Bookrunners. STJ Advisors acted as advisors to AI Prime on the Placement.

The Company will not receive any proceeds from the Placement.

IMPORTANT NOTICE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

THIS ANNOUNCEMENT AND ANY OFFER OF PLACING SHARES IF MADE SUBSEQUENTLY ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS (1) IN THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND (2) IN THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "ORDER") OR ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND SHOULD NOT ACT OR RELY ON IT.

THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED (I) WITHIN THE UNITED STATES ONLY TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") PURSUANT TO AN EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (II) OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE SUBJECT TO PREVAILING MARKET AND OTHER CONDITIONS. THERE IS NO ASSURANCE THAT THE PLACING WILL BE COMPLETED, OR IF COMPLETED, AS TO THE TERMS ON WHICH IT IS COMPLETED. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR UNLESS PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY AI PRIME, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY AI PRIME AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION RELATING TO INPOST S.A. AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED AND THE AI PRIME AND THE JOINT BOOKRUNNERS ARE NOT RESPONSIBLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR SUCH INFORMATION. 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 ON ITS ACCURACY OR COMPLETENESS.

In connection with the Placing, the JOINT Global Co-Ordinators and the Joint Bookrunners or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing 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 JOINT Global Co-Ordinators and the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. The JOINT Global Coordinators and the Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in THE COMPANY or its shares.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE PLACING. THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. ACQUIRING PLACING SHARES TO WHICH THIS ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING ALL OF THE AMOUNT INVESTED. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE PLACING FOR THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE PLACING AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE PLACING WILL PROCEED. AI PRIME RESERVES THE RIGHT NOT TO PROCEED WITH THE PLACING OR TO VARY THE TERMS OF THE PLACING IN ANY WAY.

BARCLAYS BANK PLC ("BARCLAYS") AND GOLDMAN SACHS INTERNATIONAL ("GSI") ARE BOTH AUTHORISED IN THE UNITED KINGDOM BY THE PRUDENTIAL REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATION AUTHORITY. JEFFERIES GMBH ("JEFFERIES" AND TOGETHER WITH BARCLAYS AND GSI, THE "BANKS") IS registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. THE BANKS ARE EACH ACTING AS A JOINT BOOKRUNNER FOR AI PRIME AND NO-ONE ELSE IN CONNECTION WITH THE PLACEMENT. NEITHER THE BANKS NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR THEIR RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL REGARD ANY OTHER PERSON AS A CLIENT IN CONNECTION WITH THE PLACEMENT DESCRIBED IN THIS ANNOUNCEMENT AND THEY WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN AI PRIME FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS OR FOR PROVIDING ADVICE IN CONNECTION WITH THE PLACEMENT DESCRIBED IN THIS ANNOUNCEMENT OR FOR ANY OTHER MATTERS REFERRED TO HEREIN.

CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT 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.

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 AND INCLUDE STATEMENTS REGARDING INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS. NO ASSURANCES CAN BE GIVEN THAT THE FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL BE REALISED. AS A RESULT, NO UNDUE RELIANCE SHOULD BE PLACED ON THESE FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL EVENTS OR OTHERWISE.

 

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