Jupiter Fund Management plc (JUP) - Pricing of Share Placing
Jupiter Fund Management plc
21 June 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, AUSTRALIA OR JAPAN
21 June 2011
Jupiter Fund Management plc
PRICING OF SECONDARY PLACING OF ORDINARY SHARES BY DIRECTORS AND EMPLOYEES IN JUPITER FUND MANAGEMENT PLC ("JUPITER" OR THE "COMPANY")
Jupiter announces the pricing of a secondary placing of 26,190,004 ordinary shares of 2p each in the Company (the "Placing Shares") by a group of directors, employees and their spouses (together, the "Sellers"), representing 5.7% of the outstanding issued share capital of Jupiter (the "Placing") and 25.3% of the Sellers' ownership position in Jupiter immediately prior to launch.
The Placing was priced at 240p per Jupiter ordinary share.
The Sellers include:
Shareholder |
Number of Ordinary Shares sold in Placing |
Number of Ordinary Shares held post-Placing |
% of issued share capital post-Placing |
Anthony Nutt |
7,505,710 |
13,000,000 |
2.84% |
Philip Gibbs |
5,304,560 |
9,000,000 |
1.97% |
John Chatfeild-Roberts |
2,778,993 |
7,156,250 |
1.56% |
Edward Bonham Carter |
555,103 |
14,000,000 |
3.06% |
Adrian Creedy |
500,000 |
4,372,809 |
0.96% |
Christopher Crawford |
120,720 |
1,100,000 |
0.24% |
Matteo Perrucio |
20,000 |
230,000 |
0.05% |
Other individuals who were identified as potential selling shareholders in this morning's announcement have not sold any shares in the Placing.
The remaining independent directors and certain other employees have elected not to offer shares for sale in the Placing but have agreed to certain lock-in arrangements in order to facilitate the Placing (such individuals, together with the Sellers, the "Lock-in Participants"). Immediately following the Placing the Lock-in Participants hold, in aggregate, 19,866,479 Jupiter shares which are subject to the 90-day lock-in.
J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") acted as Sole Bookrunner and Joint Lead Manager and Numis Securities Limited ("Numis") acted as Joint Lead Manager in respect of the Placing.
For further information please contact:
Jupiter
Investors: +44 (0)20 7412 4807
Edward Bonham Carter, Chief Executive Officer
Philip Johnson, Chief Financial Officer
Media: +44(0)20 7314 5573
Alicia Wyllie
J.P. Morgan Cazenove +44 (0)20 7742 4000
Jonathan Wilcox
Edward Squire
Numis +44 (0)20 7260 1000
Charles Farquhar
Ben Stoop
Financial Dynamics +44 (0)20 7831 3113
Ed Gascoigne-Pees
Andrew Walton
Important Information
This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or any jurisdiction into which the same would be unlawful.
This announcement is for information purposes only and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase or subscribe for Placing Shares or other securities in the capital of the Company in Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation is or may be unlawful and should not be relied upon in connection with any decision to acquire the Placing Shares or other securities in the capital of the Company. No public offer of securities of the Company is being made in the United Kingdom or elsewhere.
This announcement is not an offer of securities for sale in or into the United States. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act)" or under the laws of any State of the United States and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities was made in the United States. The Placing Shares are being offered and sold outside the United States in reliance of Regulation S under the Securities Act, and within United States pursuant to an exemption from the registration requirements of the Securities Act.
Pursuant to a Placing Agreement dated 21 June 2011, J.P. Morgan Cazenove has agreed to act as Sole Bookrunner and Joint Lead Manager only and Numis has agreed to act as Joint Lead Manager only to the Selling Shareholders in respect of the Placing. Neither J.P. Morgan Cazenove nor Numis will be responsible to any person for providing the protections afforded to clients of J.P. Morgan Cazenove and Numis, nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction or arrangement referred to herein.