Proposed Placing of Existing Ordinary Shares

RNS Number : 0466B

Plus500 Limited

27 February 2014

 



27 February 2014

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,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

Plus500 Limited

("Plus500" or "the Group")

Proposed Placing of 20,000,000 Existing Ordinary Shares in Plus500

Plus500, a leading online trading platform provider for retail customers to trade CFDs internationally, announces that the founders of the Group listed below (the "Founders") have notified Plus500 that they intend to commence a placing of 20,000,000 existing ordinary shares (the "Placing Shares") in the capital of the Group at a price of 500 pence per Placing Share (the "Placing Price"). The Placing Shares represent approximately 17.4% of the Group's issued share capital.

The Placing Shares are being offered at the Placing Price by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Liberum Capital Limited ("Liberum") is acting as sole bookrunner in connection with the Placing. The Group is not a party to the Placing and will not receive any proceeds from the Placing.

Further details are set out below:

		Resultant shareholding assuming all Placing Shares are sold
Founder	Number of Placing Shares	Shares	%
Alon Gonen (1)	9,352,010	19,140,079	16.66
Gal Haber (2)	3,310,008	6,774,353	5.90
Elad Ben-Izhak (3)	3,310,008	6,774,353	5.90
Omer Elazari	2,013,987	4,121,881	3.59
Shlomi Weizmann	2,013,987	4,121,881	3.59
Total	20,000,000	40,932,547	35.63

⁽¹⁾ The shares are registered in the name of Sparta24 Ltd.

⁽²⁾ The shares are registered in the name of Wavesoft Ltd.

⁽³⁾ The shares are registered in the name of Smarty Ltd.

Assuming all the Placing Shares are sold, after completion of the Placing, the Founders will continue to hold approximately 35.6% of the issued share capital of the Group.

The Placing Shares will be entitled to a dividend per share of $0.1504 and a special dividend per share of $0.1369, as announced by the Group on 19 February 2014. The Placing Shares, in all respects, rank pari passu with the Group's ordinary shares.

The final number of Placing Shares to be placed will be agreed by Liberum and the Founders at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable after Plus500 is notified by the Founders of the results of the Placing. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Liberum.

Company website: www.plus500.com

For further details:

Plus500 Ltd

Elad Even-Chen, VP Business Development and Head of Investor Relations          Tel: [phone]

Liberum - Nomad, Broker and Sole Bookrunner

Chris Bowman / Thomas Bective                                                                                      Tel: [phone]

www.liberum.com

Buchanan

Jeremy Garcia / Sophie McNulty / Clare Akhurst                                                          Tel: [phone]

www.buchanan.uk.com

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"); AND (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 (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) 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 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 any of the Founders, 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, South Africa, Japan or Israel. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African, Japanese or Israeli 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 the Founders, 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 the Founders and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum is authorised and regulated by the Financial Conduct Authority and a member of the London Stock Exchange. Registered in England & Wales No. 5912554.

 

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