Publication of Prospectus

RNS Number : 9651H

Auto Trader Group plc

19 March 2015

 



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

This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into or from the United States, Australia, Canada or Japan. 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 any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Auto Trader Group plc (the "Company") in connection with the proposed admission of its ordinary shares ("Shares") to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission").

INTENDED ADDRESSEES

Please read this notice carefully - it applies to all persons who view the Prospectus linked to below. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Viewing the Prospectus may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Prospectus. Any persons who wish to view the Prospectus must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

THE PROSPECTUS IS NOT DIRECTED AT, ACCESSIBLE BY OR FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, PERSONS LOCATED IN THE UNITED STATES OF AMERICA (OTHER THAN TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS") WITHIN THE MEANING OF RULE 144A UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT), AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE PROSPECTUS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.

In the European Economic Area ("EEA"), the Prospectus is only addressed to, and directed only at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of the EEA ("Qualified Investors"). In addition, in the United Kingdom ("UK"), this document is being distributed only to, and is directed only at, Qualified Investors who are: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The Prospectus must not be acted on or relied on: (i) in the UK, by persons who are not Relevant Persons; and (ii) in any member state of the EEA other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which the Prospectus relates is available only to Relevant Persons in the UK and Qualified Investors in any member state of the EEA other than the UK, and will be engaged in only with such persons.

IF YOU GAIN ACCESS TO THE PROSPECTUS CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, INCLUDING IF YOU ARE WITHIN THE UNITED STATES AND ARE NOT A QIB AS DEFINED IN, AND IN ACCORDANCE WITH RULE 144A, OR IF YOU HAVE OTHERWISE ACCESSED THE PROSPECTUS IN ERROR, YOU MUST NOT CONTINUE READING THE PROSPECTUS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE PROSPECTUS, AND YOU MUST DELETE THE PROSPECTUS IMMEDIATELY.

By accessing the link below you agree to be bound by the above restrictions and are warranting that you are not located in any jurisdiction where accessing the prospectus would be unlawful.

 19 March 2015

Auto Trader Group plc

Publication of Prospectus

The prospectus of Auto Trader Group plc ("Auto Trader", or the "Company") dated 19 March 2015 (the "Prospectus") relating to the initial public offering (the "IPO" or the "Offer") of the Company has been approved by the UK Financial Conduct Authority and submitted to the National Storage Mechanism where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The prospectus is available at the Company's registered office at 1 Tony Wilson Place, Manchester, M15 4FN and, subject to the restrictions detailed above, on the London Stock Exchange's website. To view the full document, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/9651H_1-2015-3-19.pdf

The Prospectus relates to the admission of the Company's Shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange plc.

Enquiries:

Media Enquiries
Instinctif Partners (Public Relations Advisors to Auto Trader):	[phone]
Adrian Duffield
Kay Larsen
Joint Global Coordinator and Joint Bookrunner
BofA Merrill Lynch:	[phone]
Peter Luck
Antonin Baladi
James Fleming
Joint Global Coordinator, Joint Bookrunner and Sponsor
Deutsche Bank:	[phone]
Simon Gorringe
Lorcan O'Shea
Alexis Maskell
Joint Bookrunners
J.P. Morgan Cazenove:	[phone]
Hugo Baring
James Taylor
Morgan Stanley:	[phone]
Henrik Gobel
Dominique Cahu
Lead Manager
Numis Securities:	[phone]
Lorna Tilbian
Alex Ham

Notes to editors:

Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus published by the Company in connection with the Offer.

Disclaimer

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 accuracy, fairness or completeness.

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 or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan 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 contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities 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 or Japan. There will be no public offer of the Shares in the United States, 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.

This announcement is only addressed to and directed at persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended.

Each of the Company, Deutsche Bank AG, London Branch ("Deutsche Bank"), Merrill Lynch International, J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), Morgan Stanley & Co. International plc ("Morgan Stanley") and Numis Securities Limited ("Numis") (together, the "Banks") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of theforward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus. 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 Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer will proceed and that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute 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 IPO for the person concerned.        

Deutsche Bank, which is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority ("PRA") and is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA, Merrill Lynch International, J.P. MorganCazenove and Morgan Stanley, which are authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, and Numis, which is authorised and regulated by the FCA, are 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.

In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may 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 Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the Shares by any of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their 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 intends 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 Banks 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 Offer, Deutsche Bank, 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 higher level than that which might otherwise prevail in the open market. Deutsche Bank is not required to enter into such transactions and such transactions may be effected on any securities 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 in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Deutsche Bank 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 Deutsche Bank 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, Deutsche Bank, as stabilisation 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 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, Deutsche Bank will enter into over-allotment arrangements pursuant to which Deutsche Bank 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 Offer (the "Over-allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by Deutsche Bank, for 30 calendar days after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares sold by Deutsche Bank will be sold on the same terms and conditions as the Shares being sold in the Offer and will form a single class for all purposes with the other Shares.

 

END

 

 

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