Announcement of Publication of Prospectus

RNS Number : 1417N

Petershill Partners PLC

28 September 2021

 

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

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that has today been published by Petershill Partners plc (the "Company") and its subsidiaries (the Company and its and its subsidiaries together, "Petershill Partners"), in connection with the offer of ordinary shares (the "Ordinary Shares") in the Company (the "Offer") and the proposed admission of such Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority under Chapter 15 of the Listing Rules and to trading on London Stock Exchange plc's main market for listed securities. A copy of the Prospectus will be published and be available for inspection from the Company's registered office and on the Company's website at www.petershillpartners.com subject to certain access restrictions.

28 September 2021

Petershill Partners

Announcement of Publication of Prospectus

Following the announcement of the Offer Price published on 28^th September 2021 in connection with its initial public offering (the "Offer"), Petershill Partners confirms that the Prospectus has been approved by the FCA and has been published by the Company today.

Details of the Offer are set out in the Prospectus, which is available on the Group's website, subject to certain access restrictions.

A copy of the Prospectus will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Admission of the Company's entire issued ordinary share capital 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, and the commencement of unconditional dealings is expected to take place at 8.00 a.m. (London time) on 1^st October 2021.

Enquiries:

Finsbury Glover Hering (Public Relations Adviser to Petershill Partners)

Faeth Birch / Michael Turner / Sam Moodie

[e-mail]

[e-mail]

[e-mail]

[phone]

Joint Global Coordinators:

BofA Securities

Giorgio Cocini / Janis Vitols / James Palmer / Cara Griffiths

[phone]

Goldman Sachs International

Richard Cormack / Dirk Lievens / Ken Hayahara / Tom Hartley

[phone]

J.P. Morgan Cazenove (Sole Sponsor)

Mark C. Feldman / William Simmonds / Ed Squire / Barry Meyers

[phone]

Joint Bookrunners:

BNP PARIBAS

Paul Frankfurt / Jolyon Luke / Rasvi Ahmed

[phone]

UBS Investment Bank

Anna Richardson Brown / Alex Bloch / Soban Khawaja

[phone]

Important legal 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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession 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 constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, shares to any person in Australia, Canada, Japan, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any securities referred to herein may not be offered or sold in the United States or to "U.S. persons" (as defined under Regulation S under the US Securities Act) other than to Qualified Institutional Buyers who are also Qualified Purchasers in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There has been and will be no public offer of the Ordinary Shares in Australia, Canada, Japan, South Africa, the United States or elsewhere.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" 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 statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Company's strategy) as well as assumptions made by the Directors and information currently available to them. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Petershill Partners' actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. Forward looking statements may and often do differ materially from actual results. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

Each of the Company, Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, BNP PARIBAS and UBS AG London Branch and their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any subscription or purchase of Ordinary Shares should be made solely on the basis of information contained in the Prospectus. The information in this announcement is subject to change. Before subscribing for or purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary 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.

The date of Admission may be influenced by a variety of factors, which include market conditions, and there is no guarantee that Admission will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of the Ordinary Shares could decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. Nothing contained herein constitutes or should be construed as investment, tax, financial, accounting or legal advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances.

For the purposes of the EU AIFMD the Company will constitute a non-EU alternative investment fund whose AIFM is the Operator (itself an EU AIFM).  Under the EU AIFMD, marketing to any investor domiciled or with a registered office in a Member State of the European Economic Area will be restricted by such laws and no such marketing shall take place except as permitted by such laws. 

For the purposes of the UK AIFMR, the Company will constitute a UK AIF whose alternative investment fund manager (or "AIFM") is the Operator (itself a third country AIFM). Under the UK AIFMR, marketing to any investor domiciled or with a registered office in the United Kingdom will be restricted by such laws and no such marketing shall take place except as permitted by such laws.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company's website or any other website are not incorporated by reference into, and does not form part of, this announcement.

In connection with the withdrawal of the United Kingdom from the European Union, any of the Underwriters may, at their discretion, undertake their obligations in connection with the proposed Offer by any of their affiliates based in the European Economic Area.

None of Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, BNP PARIBAS, UBS AG London Branch or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, 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 the announcement or its contents or otherwise arising in connection therewith.

Each of Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International, BNP PARIBAS and UBS AG London Branch (together, the "Underwriters") is acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person as their respective clients 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.

Each of J.P. Morgan Securities plc, Goldman Sachs International and Merrill Lynch International is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA. BNP PARIBAS is authorised and regulated by the European Central Bank and the Autorité de Contrôle Prudentiel et de Resolution and BNP PARIBAS London branch is authorised by the PRA with deemed permissions under the UK Temporary Permissions Regime. BNP PARIBAS London branch is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority's website. BNP PARIBAS London Branch is registered in England and Wales under number FC13447. With registered office in the United Kingdom at 10 Harewood Avenue, London NW1 6AA. UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom.

In connection with the Offer, each of the Underwriters and any of their respective affiliates may take up a portion of the Ordinary Shares in the Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any 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 issued, offered, subscribed, acquired, placed or otherwise dealt with should be read as including any issue, offer, subscription, acquisition, dealing or placing by the Underwriters and any of their affiliates acting in such capacity. In addition, certain of the Underwriters or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Underwriters (or their respective affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. None of the Underwriters intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

In connection with the Offer, J.P. Morgan Securities plc, as stabilisation manager (the "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 level higher than that which might otherwise prevail in the open market. The Stabilising Manager is not 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 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 the Stabilising Manager 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 the Stabilising Manager 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.

In connection with the Offer, the Stabilising Manager, as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Stabilising Manager will enter into over-allotment arrangements with certain existing shareholders pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 15% of the total number of Ordinary Shares comprised in the Offer (the "Over-Allotment Shares") at the Offer Price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-Allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Offer and will form a single class for all purposes with the other Ordinary Shares.

Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the Product Intervention and Product Governance Sourcebook module of the FCA's Handbook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary Shares are (a) compatible with an end target market of retail equity investors and equity investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of the Conduct of Business Sourcebook module of the FCA's Handbook; and (b) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for purposes of the UK MiFIR Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the Conduct of Business Sourcebook module of the FCA's Handbook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

Key information documents

In accordance with the UK PRIIPs Regulation and the EU PRIIPs Regulation, key information documents will be prepared by the Operator and made available at www.petershillpartners.com in due course.

If you are distributing any Ordinary Shares, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

 

END

 

 

PDIPPUQABUPGPGM