NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The ordinary shares of Royal Mail plc have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States except in transactions exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. The ordinary shares of Royal Mail have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.
15 October 2013
Royal Mail plc
Admission to trading on the London Stock Exchange
Further to the publication of the Pricing Statement on 10 October 2013, Royal Mail plc ("Royal Mail" or the "Company") is pleased to announce that its ordinary share capital consisting of 1,000,000,000 ordinary shares has today been admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "RMG".
Moya Greene, Chief Executive Officer, Royal Mail plc, said: "This marks the exciting next phase in our company's long and proud history. With the support of our new shareholders, we are in a strong position to move forward, to compete effectively across our markets and to grow our business. Royal Mail will continue to be an essential part of the fabric of the UK, providing the universal postal service that is cherished by the twenty nine million households and businesses across the country that we serve."
Donald Brydon, Chairman, Royal Mail plc, said: "I'm delighted to welcome all of our new shareholders to Royal Mail. With private ownership, the company is well positioned to continue its ongoing transformation. I look forward to working with all our stakeholders now that we are a listed company where employees, institutions and private individuals all have a stake in the success of the business."
Enquiries
Royal Mail plc Phone: 020 7449 8105 Email: shane.o'riordain@royalmail.com
Beth Longcroft Phone: 020 7449 8241 Email: beth.longcroft@royalmail.com
Mish Tullar Phone: 020 7449 8239 Email: mish.tullar@royalmail.com
Royal Mail press office out of hours: 0203 338 1007
Investor relations |
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Goldman Sachs International Mark Sorrell Richard Cormack |
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UBS Limited James Robertson Christopher Smith
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Barclays Bank PLC Mark Warham Derek Shakespeare
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BofA Merrill Lynch Justin Anstee
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Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. The ordinary shares of Royal Mail have not been registered under the applicable securities laws of the United States, Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Canada, Australia or Japan.
In particular, this announcement and the information contained herein are not for distribution (directly or indirectly) in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The ordinary shares of Royal Mail have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except in transactions exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the ordinary shares of Royal Mail may not be offered or sold in Australia, Canada or Japan.
The information 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 or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
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.
Each of Goldman Sachs International, UBS Limited, Barclays Bank PLC, Merrill Lynch International, Investec Bank plc, Nomura International plc and RBC Europe Limited (together, the "Banks"), each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Secretary of State for Business Innovation and Skills (the "Secretary of State"), Postal Services Holding Company plc (the "Selling Shareholder") and the Company and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Offer and will not be responsible to anyone other than the Secretary of State, the Selling Shareholder and the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of the Banks or any of their respective affiliates, acting as investors for their own account(s), may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or 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 to the Ordinary Shares being offered, acquired or otherwise dealt in should be read as including any offer to, or acquisition or dealing by, the Banks or any of their respective affiliates acting as an investor for its or their own account(s). The Banks or any of them or any of their respective affiliates 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. In addition, in connection with the Offer, certain of the Banks may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary Shares are used as collateral that could result in such Banks or any of their respective affiliates from time to time acquiring, holding and/or disposing of shareholdings in the Company.
None of the Banks or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company and its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, UBS Limited, as 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. UBS Limited 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. However, there will be no obligation on UBS Limited 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 UBS Limited 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.