Announcement of Offer Price

RNS Number : 3386R

Pod Point Group Holdings PLC

04 November 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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 (the "FCA") and is not a prospectus nor an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

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 a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, expected to be published by Pod Point Group Holdings plc (the "Company", and together with its subsidiaries and subsidiary undertakings, the "Group" or "Pod Point") in connection with the offer of ordinary shares in the capital of the Company (the "Shares") and the proposed admission of such Shares to the premium listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc. A copy of the Prospectus will, following publication, be available for inspection on the Company's website at www.investors.pod-point.com, subject to certain access restrictions

04 November 2021

Pod Point Group Holdings plc

Announcement of Offer Price

Following the intention to float announcement on 18 October 2021, Pod Point  today announces the successful pricing of its initial public offering (the "Offer") at 225 pence per Share (the "Offer Price"). Based on the Offer Price, Pod Point's market capitalisation will be approximately £352[1] million at the commencement of conditional dealings on the main market of the London Stock Exchange.

[1]  Includes the impact of vested and unvested IPO share awards.

Erik Fairbairn, CEO of Pod Point Group Holdings plc, said:

"I founded Pod Point in 2009 with a mission to make travel which does not damage the earth. Today, we are taking another great step towards making this dream a reality.

I am extremely proud of and grateful to the whole Pod Point team for getting us this far. I have no doubt that Pod Point will play a major part in the UK's transition to electric vehicles.

I am also thankful to the new investors who have decided to support Pod Point and our vision. With their backing and the continued support of our existing shareholders, I know we can achieve our goal of a Pod Point everywhere you park."

Offer highlights

· The Offer Price has been set at 225 pence per Share.

· Pod Point's total market capitalisation at the commencement of conditional dealings on the main market of London Stock Exchange will be approximately £352[2] million based on the Offer Price.

· The Offer is comprised of 44,315,828 new Shares to be issued by the Company to raise gross proceeds of approximately £100 million.

· In addition, a further 4,431,583 existing Shares in the Company are being made available by EDF Energy Customers Limited ("EECL"), a subsidiary of Électricité de France S.A. ("EDF") and Legal & General Capital Investments Limited pursuant to the over-allotment option, which, if exercised in full, would increase the number of shares in public hands to 48,747,411 Shares in total and approximately 32 per cent. of Pod Point's issued share capital.

· EECL intends to subscribe for approximately £15.0 million of new Shares to be issued by the Company and Erik Fairbairn intends to subscribe for approximately £4.0 million of new Shares to be issued by the Company, in each case at the Offer Price (outside the Offer).

· Certain individuals, including the proposed Directors of Pod Point, intend to apply for or acquire new Shares at the Offer Price (outside the Offer) in the amount of approximately £1.3 million in the aggregate.

· Immediately following Admission, the Company's issued share capital will be 153,403,537 Shares.

· Full details of the Offer will be included in the Prospectus.

[2]  Includes the impact of vested and unvested IPO share awards.

Admission and dealings

· Conditional dealings in Pod Point Shares are expected to commence on the London Stock Exchange at 08:00 am (UK time) on 4 November 2021 under the ticker "PODP". Investors should note that only those who applied for and were allocated Shares in the Offer will be able to deal in the Shares on a conditional basis.

· Admission 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 08:00 am (UK time) on 9 November 2021.

· Full details of the Offer will be included in the Prospectus, which is expected to be published later today and will be available on the Company's investor relations website at https://investors.pod-point.com, subject to certain access restrictions.

Further information

· The Company, EECL and LGCIL will be subject to a 180 day lock-up from the date of Admission. The Directors will be subject to a 360 day lock-up from the date of Admission. The lock-up restrictions are certain to certain customary exceptions and may otherwise only be waived with the prior written consent of the Joint Global Co-ordinators.

· Subject to Admission and satisfying the appropriate criteria, the Company expects to be eligible for inclusion in the UK's FTSE Indices and to qualify for the London Stock Exchange's Green Economy Mark.

Enquiries

Tulchan (Public Relations adviser to Pod Point Group Holdings plc)

James Macey White/ Mark Burgess/ Matt Low/ Laura Marshall / Arthur Rogers

[phone] / [e-mail]

Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Financial Adviser

Barclays

Iain Smedley / Neal West / Sucharita Dasa / Chris Madderson

[phone]

Joint Global Co-ordinator and Joint Bookrunner

BofA Securities

Patrick de Loe / Jerome Renard / Cara Griffiths / Jean Riviere

[phone]

Joint Bookrunner

Numis

Garry Levin / Andrew Coates

[phone]

The contents of this announcement, which has been prepared by and this sole responsibility of the Company, has been approved by Barclays Bank PLC solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 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 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 shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933, as amended (the "Securities Act") except to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in Australia, Canada, Japan, 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, as amended (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(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (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 Group's strategy) as well as assumptions made by the Directors and information currently available to the Group. 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 the Group's 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. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus which is expected to be published the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. 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 in the Prospectus referred to 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 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. The Company may decide not to go ahead with the Offer and there is therefore 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. Neither this announcement, nor the Prospectus referred to herein, constitutes a recommendation concerning the Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offer for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or (iii) a personal recommendation to you.

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 Group ascertained the underlying economic assumptions relied upon therein.

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

Each of the Company, Barclays Bank PLC ("Barclays"), Merrill Lynch International ("BofA Securities"), Numis Securities Limited ("Numis" and, together with Barclays and BofA Securities, the "Banks") 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 or any other information contained in this announcement whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.

None of the Banks 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 the Banks 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 Barclays and BofA Securities is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Numis is authorised and regulated in the United Kingdom by the FCA.

In connection with the Offer, the Banks and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their respective affiliates acting in such capacity. In addition, the Banks and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of the Banks nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Offer, BofA Securities, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. BofA Securities 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 Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on BofA Securities 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 Shares above the Offer Price. Save as required by law or regulation, neither BofA Securities nor any of its agents intends to disclose the extent of any overallotments made and/or stabilisation transactions conducted in relation to the Offer. In connection with the Offer, BofA Securities, as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 10% of the total number of 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 Shares effected by it during the stabilisation period, BofA Securities will enter into over-allotment arrangements with certain existing shareholders pursuant to which BofA Securities may purchase or procure purchasers for additional Shares up to a maximum of 10% of the total number of 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 BofA Securities, at any time on or before the 30^th calendar day after the commencement of conditional trading of the 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 Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other Shares.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK 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 Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Joint Global Co-ordinators 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 FCA Handbook Conduct of Business Sourcebook; 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 Shares.

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

 

END

 

 

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