Announcement of Offer Price

RNS Number : 7293V

Network International Holdings PLC

10 April 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (EXCEPT TO QIBS (AS DEFINED BELOW)), AUSTRALIA, CANADA OR JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the 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 the United States, Australia, Canada, Japan or South Africa.

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 ordinary shares (the "Shares") referred to in this announcement except on the basis of information in the prospectus published by Network International Holdings plc (previously Network International Holdings Limited) (the "Company", and together with its subsidiaries and subsidiary undertakings and Network International LLC and its subsidiaries and subsidiary undertakings, the "Group" or "Network International") on 1 April 2019 (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, in connection with an offer of Shares in the Company and the 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 ("Admission). A copy of the Prospectus is available on the Company's website at www.network.ae, subject to certain access restrictions, and for inspection at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom.

For immediate release

10 April 2019                                                                                  

Network International Holdings plc

Announcement of Offer Price

Following the announcement by Network International on 1 April 2019 of the offer price range and the publication of the Prospectus in connection with an initial public offer (the "IPO" or the "Offer"), Network International today announces the successful pricing of the Offer at 435 pence per Share (the "Offer Price").

Simon Haslam, Chief Executive Officer at Network International, said:

I am delighted that Network International will join the London Stock Exchange today through a Premium Listing on the Main Market, marking an exciting new stage in our journey. Over the past few weeks we have seen significant support from the investment community and I would like to take this opportunity to welcome our new shareholders, including Mastercard, onboard. I would also like to thank all our employees, whose hard work and dedication have got us to this point. I am confident that Network International is extremely well positioned for future growth with unique scale in the world's most underpenetrated payments markets. The Middle East and Africa are at an early stage in the shift from cash to digital payments and our new listing on the London Stock Exchange will enable all new shareholders to benefit from this structural growth opportunity. I look forward to updating the market on our progress later this year. 

Offer Highlights

·      The Offer Price has been set at 435 pence per Share.

·      On the basis of the Offer Price, the market capitalization of the Company at the commencement of conditional dealings will be £2,175 million, based on the number of Shares issued at the time of Admission.

·      The institutional offer comprises 200,000,000 Shares (assuming no exercise of the Over-allotment Option and excluding the Cornerstone Investment (each as defined below)) (the "Institutional Offer"), resulting in a free float of 40 per cent. of the Company's issued Shares at the time of Admission.

·      In addition, the Offer also comprises 49,950,000 Shares to be acquired by Mastercard Inc. ("Mastercard"), through a wholly-owned subsidiary, at the Offer Price as a cornerstone investor (the "Cornerstone Investment"), representing 9.99 per cent. of the Company's Shares at the time of Admission. Mastercard's Cornerstone Investment is subject to a 24-month lock-up period and a 36-month standstill not to acquire additional shares without Network International Board approval.

·      The Selling Shareholders have also granted Citigroup Global Markets Limited, as stabilising manager, an over-allotment option (the "Over-allotment Option") to purchase up to a maximum of 15 per cent. of the total number of Institutional Offer Shares (prior to the exercise of the Over-allotment Option and excluding the Cornerstone Investment).

·      The Institutional Offer comprises the secondary sale of 102,000,000 Shares by Emirates NBD Bank PJSC and 98,000,000 Shares by WP/GA Dubai IV B.V. (the "Selling Shareholders"), excluding the Over-allotment Option. If the Over-allotment Option was exercised in full, the total number of Shares in the Institutional Offer would be 230,000,000 and would represent approximately 46 per cent. of the Company's Shares at the time of Admission. In addition, the Offer also comprises the secondary sale of 25,474,500 Shares by Emirates NBD Bank PJSC and 24,475,500 Shares by WP/GA Dubai IV B.V. to a wholly-owned subsidiary of Mastercard as part of the Cornerstone Investment

Admission and Dealings

Conditional dealings in the Company's Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 10 April 2019 under the ticker "NETW" and ISIN GB00BH3VJ782. Investors should note that only investors who applied for, and were allocated Shares in the Institutional Offer will be able to deal in the Shares on a conditional basis.

Admission is expected to become effective, and unconditional dealings in the Shares are expected to commence on the London Stock Exchange, at 8.00 a.m. on 15 April 2019.

The Pricing Statement relating to the Offer will be available for inspection from the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom and on the Company's website at www.network.ae, subject to certain access restrictions.

Further Information

Each Selling Shareholder and the Company will be subject to a 180 calendar day lock-up period following Admission, and each of the Directors will be subject to a 365 calendar day lock-up period following Admission, in each case during which time they may not, inter alia, dispose of (and in the case of the Company, issue) any Shares, any interests in Shares or any other securities of the Company that are substantially similar to Shares, including but not limited to any securities that are exchangeable for or convertible into Shares, subject to certain customary exceptions.

It is expected that the Company will be eligible for the inclusion in FTSE UK indices.

Enquiries

Network International	[phone]
Andrew Hocking, Mona Al Ghurair
Finsbury  (International public relations advisor to Network International)	[phone]
Andy Parnis, Andrew Hughes
ASDA'A-BCW (Regional public relations advisor to Network International)	[phone]
Tricia Kaul, Sophie McNulty
Sole Sponsor & Joint Global Coordinator
Citigroup	[phone]
Alex Carter, Jean-Baptiste Petard, Robert Redshaw
Joint Global Coordinators
Emirates NBD Capital	[phone]
Asar Mashkoor, Prasad Chari
J.P. Morgan	[phone]
Achintya Mangla, Nicolas Skaff, Prateek Trehan
Morgan Stanley	[phone]
Henrik Gobel, Vipin Chhajer, Marina Shchukina
Joint Bookrunners
Barclays	[phone]
Goldman Sachs	[phone]
Co-Lead Manager
Liberum	[phone]
Financial Adviser to the Company
Evercore	[phone]
Jim Renwick, Anil Rachwani, Waleed El-Amir

Notes to Editors

About Network International

Network International (www.network.ae) is the leading enabler of digital commerce across the Middle East and Africa ("MEA") region. The Group provides a full suite of technology-enabled payments solutions to merchants and financial institutions of all types and sizes, including acquiring and processing services and a comprehensive ever-evolving range of value-added services.

Important Legal Information

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Citigroup Global Markets Limited 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 the United States (including its territories and possessions, any State of the United States and the District of Columbia) (except to QIBs (as defined below)), Australia, Canada, Japan, South Africa 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 otherwise invest in, securities 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, Japan, South Africa 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 United States Securities Act of 1933, as amended (the "Securities Act") except to persons who are qualified institutional buyers ("QIBs") as defined in Rule 144A under 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, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, South Africa or elsewhere.

This announcement and any offer is, and will be, directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (which means EU Directive 2003/71/EC and any amendments thereto, including the amending directive, Directive 2010/73/EU to the extent implemented in the relevant member state and any relevant implementing measure in each relevant member state) ("Qualified Investors"); and (B) if in the United Kingdom, Qualified Investors who are: (i) investment professionals having professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). Any investment or investment activity to which this announcement relates will be 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.

In the United Arab Emirates (the "UAE") (outside of the financial free zones established pursuant to UAE Federal Law No. 8 of 2004), this announcement and any offer has not, and will not be, approved by the Securities and Commodities Authority of the UAE (the "SCA") and not is intended for circulation or distribution in or into the UAE, other than to persons who are "Qualified Investors", within the meaning of the SCA's Board of Directors Decision No. 3 of 2017 Concerning the Organization of Promotion and Introduction, to whom the materials may lawfully be communicated.

In the Dubai International Financial Centre, this announcement and any offer is, and will be, only addressed to and directed at "Professional Clients" as defined in the Dubai Financial Services Authority Rulebook, Conduct of Business Module ("COB Module"). This announcement and any offer is not, and will not be, directed at Retail Clients as defined in the COB Module.

In the Abu Dhabi Global Market ("ADGM"), this announcement and any offer is, and will be, only directed at "Authorised Persons" as defined in the ADGM Financial Services and Markets Regulations 2015 (as amended), being a person licensed by the ADGM Financial Services Regulatory Authority. This announcement and any offer must not be acted or relied upon by any other person in the ADGM and any investment to which the Information relates is available only to such persons or will be engaged in only with such persons in the ADGM.

In the Kingdom of Saudi Arabia, this announcement is a "securities advertisement" for the purposes of the Securities Business Regulations (the "SBRs") as issued by the Board of the Saudi Arabian Capital Market Authority (the "CMA") and is directed only at authorised persons, exempt persons or institutions within the meaning of Article 20 of the SBRs. It is not an offer document for the purposes of the Rules on the Offer of Securities and Continuing Obligations issued by the Board of the CMA and should not be construed as such.

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. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company'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 Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, Citigroup Global Markets Limited, Emirates NBD Capital Limited, J.P. Morgan Securities plc which conducts its UK investment banking activities as J.P. Morgan Cazenove, Morgan Stanley & Co. International plc, Barclays Bank PLC, Goldman Sachs International, Liberum Capital Limited, Emirates NBD Capital PSC, and Evercore Partners International LLP and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("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.

Any purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus issued by the Company in connection with the Offer. The information in this announcement is subject to change. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase 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.

There is 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. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

None of Citigroup Global Markets Limited, Emirates NBD Capital Limited, J.P. Morgan Securities plc which conducts its UK investment banking activities as J.P. Morgan Cazenove, Morgan Stanley & Co. International plc, Barclays Bank PLC, Goldman Sachs International, Liberum Capital Limited, Emirates NBD Capital PSC, Evercore Partners International LLP 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 Citigroup Global Markets Limited, Emirates NBD Capital Limited, J.P. Morgan Securities plc which conducts its UK investment banking activities as J.P. Morgan Cazenove, Morgan Stanley & Co. International plc, Barclays Bank PLC, Goldman Sachs International, Liberum Capital Limited, Emirates NBD Capital PSC and Evercore Partners International LLP 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. In connection with the withdrawal of the United Kingdom from the European Union, the Joint Global Coordinators and/or the Joint Bookrunners may, at their discretion, undertake their obligations in connection with the IPO by any of their affiliates based in the European Economic Area.

Each of Citigroup Global Markets Limited, J.P. Morgan Securities plc which conducts its UK investment banking activities as J.P. Morgan Cazenove, Morgan Stanley & Co. International plc, Barclays Bank PLC and Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom. Emirates NBD Capital Limited is regulated by the Dubai Financial Services Authority. Liberum Capital Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Emirates NBD Capital PSC is regulated by the Central Bank of the UAE. Evercore Partners International LLP is regulated by the Financial Conduct Authority in the United Kingdom.

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 Company 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 does not form part of, this announcement.

In connection with the Offer, Citigroup (as "Stabilising Manager"), may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares up to a maximum of 15 per cent. of the total number of Institutional Offer Shares (prior to the exercise of the Over-allotment Option and excluding the Cornerstone Investment) 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 for a period of no more than 30 calendar days after the date of commencement of conditional dealings of the shares on the London Stock Exchange. Such transactions may be effected on the London Stock Exchange, in the over-the-counter markets or otherwise. There is no obligation on the Stabilising Manager to undertake stabilisation transactions. Such transactions, if commenced, may be discontinued at any time without prior notice and must be brought to an end no later than 30 calendar days after the date of commencement of conditional dealings of the Shares on the London Stock Exchange (the "Stabilisation Period"). In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law, the Stabilising Manager does not intend to disclose the extent of any stabilisation transactions under the Offer.

For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allocations and/or from sales of Shares effected by it during the Stabilisation Period, the Selling Shareholders have granted to it an option (the "Over-allotment Option"), pursuant to which the Stabilising Manager may purchase or procure purchasers for up to a maximum of 15 per cent. of the total number of Institutional Offer Shares (prior to the exercise of the Over-allotment Option and excluding the Cornerstone Investment) at the Offer Price. The Over-allotment Option is exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, 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 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 contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (b) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors 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 the requirements of 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 Coordinators, the Joint Bookrunners and the Co-Lead Manager 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 MiFID II; 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.

 

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