Announcement of Offer Price

RNS Number : 9200L

SSP Group PLC

10 July 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority (the "FCA") and not a prospectus. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other 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 purchase or subscribe for any shares referred to in this announcement other than solely on the basis of information that is contained in the prospectus (the "Prospectus") expected to be published by SSP Group plc (the "Company") in due course in connection with the proposed admission ("Admission") of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the FCA (the "Official List") and to trading on the main market for listed securities of London Stock Exchange plc (the London Stock Exchange). Copies of the Prospectus will, following publication, be available from www.foodtravelexperts.com/international, subject to applicable securities laws, and at the Company's registered office. References in this announcement to "SSP" or the "Group" mean the Company, together with its consolidated subsidiaries and subsidiary undertakings.

10 July 2014

SSP Group plc

Announcement of Offer Price

Offer Price set at 210 pence per Share

Following the announcement on 17 June 2014 by SSP Group plc ("SSP" or the "Group"), a leading international operator of branded food and beverage outlets in travel locations, of its intention to proceed with an initial public offering (the "IPO" or the "Global Offer") on the main market for listed securities of the London Stock Exchange, the Group announces the successful pricing of its IPO.

●      The offer price has been set at 210 pence per Share (the "Offer Price").

●      Based on the Offer Price, the market capitalisation of the Company at the commencement of conditional dealings will be approximately £997 million.

●      The Global Offer is expected to raise total gross proceeds of approximately £482 million assuming no exercise of the Over-Allotment Option.

-    SSP will receive approximately £467 million of gross proceeds from the Global Offer.

-    The selling shareholders (including certain mezzanine investors and certain of the Company's senior management, employees, ex-employees and former directors) will receive approximately £15 million of gross proceeds from the Global Offer, prior to any exercise of the Over-Allotment Option.    

●      The Global Offer comprises 229,338,075 Shares (excluding the Over-Allotment Option), representing approximately 48.3 per cent. of SSP's issued ordinary share capital on Admission, of which 222,429,939 Shares will be issued by the Company and 6,908,136 Shares will be sold by the selling shareholders. At Admission, the Company will have approximately 474,999,954 Shares in issue.

●      Goldman Sachs International, as stabilisation manager on behalf of the syndicate (the "Stabilising Manager"), has been granted an over-allotment option (the "Over-Allotment Option") by EQT IV Limited and EQT Expansion Capital 1 Limited (exercisable no later than 30 days from today) to acquire, or procure acquirers for, up to 34,400,712 Shares (the "Over-Allotment Shares"), representing up to a maximum of 15 per cent. of the total number of Shares in the Global Offer.

●      If the Over-Allotment Option is exercised in full, the total gross proceeds of the Global Offer would be approximately £554 million.

●      Following Admission, certain of the Company's senior management, employees, ex-employees, directors and former directors will hold 3.7 per cent. of the Shares and EQT IV Limited will hold 44.7 per cent. of the Shares, assuming no exercise of the Over-Allotment Option, and 3.7 per cent. and 37.5 per cent., respectively, assuming exercise of the Over-Allotment Option in full.

●      Conditional dealings will commence on the London Stock Exchange at 8.00 a.m. today under the ticker "SSPG" (ISIN: GB00BNGWY422).

●      Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings in the Shares are expected to take place at 8.00 a.m. on 15 July 2014.

●      It is expected that the Company will be eligible for inclusion in the FTSE UK Index Series at the quarterly review in September 2014.

Commenting on today's announcement, Kate Swann, Chief Executive Officer of SSP, said:

"We are very pleased with the level of support that we have received from a broad range of investors during the IPO process. It is a strong endorsement of SSP's strategy, and of the potential for future growth that we see for our business. This is an important next step for SSP and we are looking forward to life as a listed company"   

Also commenting, Per Franzén, Non-Executive Director of SSP and Partner at Investment Advisor EQT Partners, said:

"We are very pleased with the outcome of SSP's offering. The strong appetite from investors is a testimony of SSP's strengths. The Company is well-positioned for future growth and has a world-class management team focused on driving retail excellence in the business and growing the SSP platform.  We are proud of the development of the business during EQT's ownership and look forward to SSP's continued success as a public company"

Further information           

●      SSP, EQT and selling shareholders other than current and former executives of the Group, who include the Group's senior management team, are subject to a lock-up period of 180 days following Admission.

●      The Group's senior management team and certain other current and former executives of the Group are subject to a lock-up period of 360 days in relation to a portion of their shares, and 720 days in relation to the balance of their shares (subject to certain exceptions and variations which are explained in full in the Prospectus expected to be published later today).

●      In relation to the Global Offer and Admission, Goldman Sachs International and Morgan Stanley & Co., International plc are acting as Joint Sponsors; Goldman Sachs International and Morgan Stanley Securities Limited are acting as Joint Global Coordinators and Joint Bookrunners; BofA Merrill Lynch and Jefferies International Limited are acting as Joint Bookrunners; and Nomura International plc and Shore Capital Stockbrokers Limited are acting as Co-lead Managers. Lazard & Co., Limited is acting as financial adviser to the Company.

●     Full details of the Global Offer will be included in the Prospectus expected to be published and available on SSP's website later today.

Expected timetable of principal events

	Time and Date
Commencement of conditional dealings in Shares on the London Stock Exchange	8.00am on 10 July  2014
Publication of Prospectus	10 July 2014
Admission and commencement of unconditional dealings in Shares on the London Stock Exchange	8.00am on 15 July 2014
CREST accounts credited with uncertificated shares	by 15 July 2014
Despatch of definitive share certificates (where applicable)	Week commencing 21 July 2014

(1) It should be noted that if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

(2) The times and dates in the table above are indicative only and are subject to change. All times are London times.

(3) No temporary documents of title will be issued.

Enquiries

SSP
Kate Swann, Chief Executive Officer			[phone]
Jonathan Davies, Chief Financial Officer
Joint Global Coordinators, Joint Sponsors and Joint Bookrunners
Goldman Sachs International          [phone]		Morgan Stanley and Co. International plc [phone]
Anthony Gutman		Henrik Gobel
Richard Cormack		Ben Grindley
Nimesh Khiroya		Rosie Bailey
Joint Bookrunners
BofA Merrill Lynch                            [phone]		Jefferies International Limited                   [phone]
Justin Anstee		Robert Foster
Ed Peel		Paul Nicholls
Co-Lead Managers
Nomura International plc                  [phone]		Shore Capital                                                  [phone]
Guy Hayward-Cole		Dru Danford
Tim Harris		Bidhi Bhoma
Financial Adviser to the Company
Lazard and Co., Ltd                          + 44 20 7187 2000
Charlie Foreman
Nick Fowler
Media Enquiries
Powerscourt                                      [phone]
Rory Godson
Giles Sanderson
Rob Greening

Notes to editors

SSP is a leading international operator of branded food and beverage outlets. As at 31 March 2014, SSP operated 1,981 branded food and beverage outlets in travel locations across 29 countries in the UK, Europe, North America, Asia Pacific and the Middle East. Headquartered in London, SSP operates its outlets under concession agreements with clients, which are typically the owners and operators of airports and railway stations.  The Group serves on average one million customers daily and on average employs 30,000 staff.

SSP provides a wide range of quality food and beverage offerings through formats including coffee shops, sandwich bars, takeaway restaurants, bars, bakeries, casual and fine-dining restaurants and food convenience / retail outlets, which are tailored for customers in travel environments. These outlets are operated under more than 300 brands, including (i) partner brands ranging from international brands such as Starbucks and Burger King, and leading national brands such as M&S Simply Food, to strong local brands, (ii) SSP's own proprietary brands such as Caffè Ritazza and Upper Crust and (iii) bespoke concepts created by SSP in collaboration with clients, brand owners and leading chefs.

For the financial year ended 30 September 2013, SSP reported revenues of £1,827.2m and Underlying EBITDA of £152.7m.  SSP recently announced its results for the six months ended 31 March 2014, including a 4.6% increase in revenues on constant currency terms (+2.2% at actual exchange rates) relative to the corresponding period in the preceding financial year, and a 12.6% increase in Underlying EBITDA on constant currency terms (+8.0% at actual exchange rates).

SSP's key strengths include:

-  Leading positions in some of the most attractive sectors and regions of the travel food and beverage market;

-  Extensive local insight and relationships combined with international scale and expertise;

-    A highly compelling proposition for clients and customers through SSP's food travel expertise, comprising (i) a deep understanding of customers and food and beverage trends, (ii) an extensive range of brands and concepts with a track record of innovation and (iii) operational expertise in operationally demanding travel environments;

-  An ability to win, build and maintain strong, profitable and long-term client relationships;

-  An experienced senior management team, supported by high quality local management; and

-  Robust and resilient historical financial performance.

DISCLAIMERS                     

Except where the context otherwise requires, defined terms used in these notes to editors have the meanings given to such terms in the Prospectus to be published by Company and expected to be dated the date of this announcement.

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB and Morgan Stanley & Co. International plc, 25 Cabot Square, London, E14 4QA 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 for any purpose on the information contained in this announcement or its completeness, accuracy or fairness.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia (other than to persons in Australia to whom an offer may be made without a disclosure document in accordance with the Chapter 6D of the Corporations Act 2001 (CTH) of Australia), Canada and Japan, including to any branch or agency of a non-U.S. person located in the United States or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Global Offer and the distribution of this announcement and other information in connection with Admission and the Global Offer 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 contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, Shares to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or 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 the United States, Australia, Canada or Japan.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") 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.

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 forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

Each of Goldman Sachs International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Jefferies International Limited, Merrill Lynch International, Nomura International plc and Shore Capital Stockbrokers Limited (together, the "Banks"), Lazard & Co., Limited (the "Adviser") and the Company and their respective 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.

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the FCA and not a prospectus. Any purchase or subscription of Shares in the proposed IPO should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with the Global Offer and Admission. Copies of the Prospectus will, following publication, be available from www.foodtravelexperts.com/international, subject to applicable securities laws, and at the Company's registered office. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The IPO timetable, including the date of Admission, may be influenced by things such as market conditions. There is no guarantee that the Global Offer and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Global Offer and Admission at this stage. 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 such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the IPO for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Each of Goldman Sachs International, Morgan Stanley and Co. International plc, Morgan Stanley Securities Limited, Jefferies International Limited, Merrill Lynch International and Nomura International plc are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and Shore Capital Stockbrokers Limited is authorised and regulated by the Financial Conduct Authority. Each of the Banks is acting exclusively for the Company and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO 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 IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the IPO, each of the Banks and any of their respective affiliates and the Adviser's affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares 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 IPO or otherwise. Accordingly, references in the Prospectus, once published, 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 any of the Banks and any of their respective affiliates and any of the Adviser's affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates and the Adviser's affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Banks nor any of their respective affiliates nor any of the Adviser's 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.

None of the Banks, the Adviser or any of their respective 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 this announcement or its contents or otherwise arising in connection therewith.

In connection with the IPO, 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 Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level 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 the 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 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 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 IPO.

In connection with the IPO, the Stabilising Manager may, for stabilisation purposes, over-allot Shares up to a maximum of 15 per cent. of the total number of Shares comprised in the IPO. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, it is expected that the Over-Allotment Shareholders will grant to the Stabilising Manager, on behalf of the Banks, the Over-Allotment Option pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares up to a maximum of 15 per cent. of the total number of Shares comprised in the IPO Over-Allotment Shares at the offer price. The Over-Allotment Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time for 30 calendar days 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 Option will be sold on the same terms and conditions as the Shares being sold or issued in the IPO and will form a single class for all purposes with the other Shares. 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 IPO.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

 

END

 

 

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