Publication of Prospectus

RNS Number : 2541Y

Motorpoint Group PLC

13 May 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement and not a prospectus and does not constitute an offer of securities for sale, subscription of, or solicitation of any offer to buy or subscribe for, in any jurisdiction, including the United States, 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 or investment decision whatsoever, in any jurisdiction. Securities of Motorpoint Group plc, including any offering of its ordinary shares, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. The offering of the ordinary shares described in this announcement has not been and will not be registered under U.S. securities laws, and accordingly, any offer or sale of these securities may be made only in a transaction exempt from registration.

13 May 2016

Motorpoint Group plc

("Motorpoint" or the "Company")

Publication of Prospectus

Further to the Company's announcement of the pricing of its initial public offering published earlier today, the directors are pleased to announce that the prospectus issued by the Company in relation to the admission of the Company's ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange (the "Prospectus") has been approved by the UK Listing Authority.

Copies of the Prospectus, which is dated 13 May 2015, will be available for inspection at the Company's registered office at Chartwell Drive, West Meadows Industrial Estate, Derby, DE21 6BZ, United Kingdom and at the offices of Pinsent Masons LLP at 30 Crown Place, London EC2A 4ES, United Kingdom.  The Prospectus will also be available on the website of the Company at www.motorpointplc.com, subject to applicable securities laws.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries:

Motorpoint Group plc Mark Carpenter, Chief Executive Officer James Gilmour, Chief Financial Officer	via FTI Consulting
Numis Alex Ham Luke Bordewich Stuart Skinner	020 7260 1000
Shore Capital Bidhi Bhoma Patrick Castle	020 7408 4090
Rothschild Andrew Thomas John Byrne Jonathan Finn	020 7280 5000
FTI Consulting (Financial PR) Jonathon Brill Alex Beagley James Styles Fiona Walker	020 3727 1000

Notes to editors

Except where the context otherwise requires, defined terms used in these notes to editors and this announcement have the meanings given to such terms in the Prospectus.

Important notices

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States (including its territories and possessions), Canada, Japan, South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction. The Offer and the distribution of this announcement and other information in connection with the Offer and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or 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 other securities to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful 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, or act as an inducement to enter into any contract or commitment whatsoever.

The sale of the Shares referred to herein have not been and will not be registered under the applicable securities laws of Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan or South Africa. There will be no public offer of the Shares in Canada, Japan or South Africa.

This announcement is only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), other than the United Kingdom, who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

The Shares will not be offered, directly or indirectly, to the public in Switzerland and the Document does not constitute a public offering prospectus as that term is understood pursuant to art. 652a of the Swiss Federal Code of Obligations. No application has been made for a listing of the Shares on the SIX Swiss Exchange or on any other regulated securities market in Switzerland, and consequently, the information presented in the Document does not necessarily comply with the information standards set out in the relevant listing rules. Neither the Document nor any other offering or marketing material relating to the Shares may be publicly distributed or otherwise made publicly available in Switzerland.

This document has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with any offer or sale, or invitation for subscription or purchase, of securities may not be circulated or distributed, nor may securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274 of the SFA; (ii) to a relevant person pursuant to Section 275(1) of the SFA (which includes an accredited investor (as defined in Section 4A of the SFA)), or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where securities referred to herein are subscribed or purchased pursuant to an offer made in reliance on an exemption under Section 275 of the SFA by a relevant person which is:

1. a corporation (which is not an accredited investor the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

2. a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust (as the case may be) shall not be transferred within 6 months after that corporation or that trust has acquired the securities pursuant to an offer made in reliance on an exemption under Section 275 of the SFA except:

1. to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person where the transfer arises from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA (as the case may be);

2. where no consideration is or will be given for the transfer;

3. where the transfer is by operation of law; or

4. as specified in Section 276(7) of the SFA.

The contents of this document has not been reviewed by any regulatory authority in Singapore. This document may not contain all the information that a Singapore registered prospectus is required to contain.  In the event of any doubt about any of the contents of this document or as to your legal rights and obligations in connection with the [Offer], please obtain appropriate professional advice.

This announcement does not constitute a prospectus, product disclosure statement or other disclosure document under the Australian Corporations Act 2001 (Cth) ("Corporations Act"), does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act, and has not and will not be lodged with the Australian Securities and Investments Commission.

Any offer in Australia of the Shares may only be made to persons who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

Any purchase of Shares in the Offer shall be made solely on the basis of the information contained in the Prospectus to be published by the Company in connection with the Offer and Admission.

Rothschild is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, and Numis and Shore Capital, which are each authorised and regulated by the FCA in the United Kingdom, are acting exclusively for 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 document) as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis, Rothschild or Shore Capital by the FSMA or the regulatory regime established thereunder, neither Numis, Rothschild or Shore Capital accept any responsibility whatsoever, and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by or on behalf of either Numis, Rothschild or Shore Capital, the Company, the Directors, or any other person, in connection with the Company, the Shares or the Offer and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis, Rothschild and Shore Capital accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

 

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