Admission to Trading on the London Stock Exchange

RNS Number : 3758E

Wise PLC

07 July 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.

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 in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Wise plc (the "Company", and together with its subsidiaries, "Wise") in connection with the admission to listing of Class A ordinary shares in the capital of the Company (the "Shares")  to the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus dated 2 July 2021 is available for inspection on Wise's website at www.wise.com/owners subject to certain access restrictions.

7 July 2021

Wise plc

Admission to Trading on the London Stock Exchange

Further to the announcement on 2 July 2021 in connection with its direct listing, Wise announces that its entire issued class A ordinary share capital, consisting of 994,589,856 Shares, has today been admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities under the ticker "WISE".

Enquiries:

Wise

Martin Adams - Head of Investor Relations

[e-mail]

Abigail Daniels - Head of Public Relations

[e-mail]

Brunswick Group

Charles Pretzlik / Sarah West / Samantha Chiene

[e-mail]

[phone]

Lead Financial Advisers

Goldman Sachs International

Richard Cormack / Clif Marriott / Jimmy Bastock / Adam Laikin

[phone]

Morgan Stanley

Henrik Gobel / Michelle Carmichael / Angus Millar / Luka Kezic

[phone]

Barclays

Tom Johnson / Ahsan Raza

[phone]

Co-adviser

Citigroup

Michael Lavelle

[phone]

Important Legal Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

Each of Goldman Sachs International, Morgan Stanley & Co. International plc, Barclays Bank PLC and Citigroup Global Markets Limited (together, the "Banks") is acting exclusively for Wise and no one else in connection with the direct listing, and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the direct listing and will not be responsible to anyone other than the Wise for providing the protections afforded to their respective clients, nor for providing advice in relation to the direct listing, the contents of this announcement or any transaction, matter, or arrangement referred to in this announcement. Each of the Banks is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA.

This announcement is only addressed to and directed at persons who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted 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 activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for release, publication or distribution, 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, Canada, South Africa or Japan or in any other jurisdiction where, or to any person to whom, to do so would constitute a violation of applicable law or regulation. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The securities referred to in this announcement 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 Securities Act. There will be no public offer of securities in the United States.

These materials do not constitute or form part of 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 therefore.

Accordingly, unless an exemption under any applicable law is available, the securities may not be offered or sold directly or indirectly, in the US, Canada, Australia or Japan or any other country where such distribution may otherwise lead to a breach of any law or regulatory requirement.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Wise and its subsidiaries. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. 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. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.

Each of Wise, the Banks, and their respective affiliates as defined under Rule 501(b) of Regulation D of the US Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Persons considering making investments should consult an authorised person specialising in advising on such investments.

None of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents or any other person accepts any responsibility or liability whatsoever for the contents of, 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) and/or any other information relating to Wise and/or its subsidiaries and 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. Accordingly, each of the Banks and their respective affiliates, their or their affiliates' respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

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.

 

END

 

 

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