Proposed Placing of Treasury Shares

RNS Number : 8801U

Oakley Capital Investments Limited

23 January 2017

 

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

23 January 2017

Oakley Capital Investments Limited

Proposed Placing of Treasury Shares

Oakley Capital Investments Limited ("Oakley" or the "Company) announces a placing of up to 17 million treasury shares in the Company ("Treasury Shares") (the "Placing").  The Placing will be priced at 157 pence per Treasury Share. Liberum is acting as Sole Bookrunner in connection with the Placing.

The Placing will be conducted by means of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement. The final number of Treasury Shares and the price at which the Treasury Shares are to be placed will be agreed by Liberum and Oakley at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process shall be at the absolute discretion of Liberum.

Treasury Shares sold under the Placing will rank pari passu in all respects with the other ordinary shares in issue.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/ 2014.

For further information please contact:

Oakley Capital Investments Limited	[phone]
Peter Dubens (Director)
Liberum Capital Limited (Nominated Adviser & Broker)	[phone]
Steve Pearce / Steve Tredget / Jill Li
FTI Consulting	[phone]
Edward Bridges / Stephanie Ellis

About Oakley Capital Investments Limited ("OCL")

Oakley Capital Investments Limited is a Bermudian company listed on AIM. OCL seeks to provide investors with long term capital appreciation through its investment in Oakley Capital Private Equity L.P., Oakley Capital Private Equity II, Oakley Capital Private Equity III and, over time, through co-investment opportunities.

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) 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 (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE; AND (3) IN THE UNITED STATES, TO QUALIFIED INSTITUTIONAL BUYERS IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the US Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Oakley or Liberum or any of their respective affiliates.

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, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Oakley or Liberum or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Oakley and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting only for Oakley in connection with the Placing and will not be responsible to anyone other than Oakley for providing the protections offered to the clients of Liberum, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

 

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