Jupiter Invest. Management Hldg. Ld
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR THE UNITED ARAB EMIRATES
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus published by Jupiter Fund Management plc (the "Company" and, together with its subsidiary undertakings, "Jupiter" or the "Group"), in connection with the admission of the ordinary shares in the capital of the Company to the premium listing segment of the Official List of the UK Financial Services Authority and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). Copies of the prospectus will, following publication, be available from the Company's registered office.
Price Range Announcement
Jupiter Fund Management plc
2 June 2010
JUPITER ANNOUNCES THE PRICE RANGE OF ITS INITIAL PUBLIC OFFERING BETWEEN 150P AND 210P PER ORDINARY SHARE
Following the intention to float announcement on 18 May 2010, Jupiter today announces that the price range of the initial public offering of its ordinary shares (the "Shares") has been set at between 150p and 210p (the "Price Range"), implying a market capitalisation of approximately £718 million to £868 million.
SUMMARY OF THE GLOBAL OFFER AND USE OF PROCEEDS
The Directors believe that Admission is an important step in the Group's development and will strengthen its ability to retain and attract talented employees, as well as providing shareholders with some liquidity and a transparent valuation for their shareholdings.
The offering of the shares is being made to institutional investors in the United Kingdom and elsewhere (the "Institutional Offer") and an intermediaries offer to retail investors in the United Kingdom (the "Intermediaries Offer" and, together with the Institutional Offer, the "Global Offer"). The Global Offer is expected to be completed in June 2010.
The Global Offer will comprise:
n the issue by the Company of 122.4 million new Shares (assuming an offer price at the mid-point of the Price Range of 180p) raising gross proceeds of approximately £220 million; and
n the sale of between 11.9 million and 58.8 million Shares (excluding the over-allotment option) by certain selling shareholders raising aggregate gross proceeds of between £21.5 million and £105.9 million. In addition, 12.2 million Shares may be sold by the Selling Shareholders pursuant to the over-allotment option (assuming an offer price at the mid-point of the Price Range). The total secondary offer (including the over-allotment option) will comprise:
§ the sale by certain of the Company's management and employees of between 24.2 million and 44.0 million Shares for an aggregate gross consideration of between £43.5 million and £79.2 million (assuming an offer price at the mid-point of the Price Range and including the over-allotment option); and
§ additionally, the sale by TA Associates and Alpinvest Partners of up to 27.1 million Shares, received in consideration for part of its investment in the Group's preferred finance securities, for an aggregate gross consideration of up to £48.7 million (assuming an offer price at the mid-point of the Price Range and including the over-allotment option).
The primary proceeds of the Global Offer and the capital restructuring, which will take effect on Admission, will strengthen Jupiter's balance sheet to a level the Directors believe will be beneficial to the business, clients and shareholders over the long-term. While the Global Offer will include a secondary sale, Jupiter's employees and TA Associates will retain significant shareholdings post-Admission.
The prospectus, which is expected to be published today, will be available online at www.investorsjupiteronline.co.uk.
J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as Sponsor, Joint Financial Adviser, Joint Bookrunner and Stabilisation Manager in respect of the Global Offer. BofA Merrill Lynch is acting as Joint Bookrunner in respect of the Global Offer. Lexicon Partners Limited ("Lexicon Partners") is acting as Joint Financial Adviser. Numis Securities Limited ("Numis") is acting as Co-lead Manager in respect of the Global Offer.
For further information contact:
Jupiter +44 (0)20 7412 0703
Edward Bonham Carter, Chief Executive Officer
Philip Johnson, Chief Financial Officer
Alicia Wyllie, Head of Communications
J.P. Morgan Cazenove +44 (0)20 7742 4000
BofA Merrill Lynch +44 (0)20 7629 1000
Lexicon Partners Limited +44 (0)20 7653 6000
Financial Dynamics +44 (0)20 7831 3113
The contents of this announcement, which have been prepared by and are the sole responsibility of Jupiter, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA") by J.P. Morgan Securities Ltd. of 125 London Wall, London, EC2Y 5AJ United Kingdom. This announcement has been prepared solely to provide information about the Global Offer and does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase 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 offer and the distribution of this announcement and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither this announcement nor any copy of it may be made or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada, Japan, Switzerland or the United Arab Emirates or to any persons in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese, Swiss or United Arab Emirates securities law. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been registered under the applicable securities laws of the United States, Australia, Canada, Japan, Switzerland or the United Arab Emirates and, subject to certain exceptions, may not be offered or sold within the United States, Australia, Canada, Japan, Switzerland or the United Arab Emirates or to any national, resident or citizen of the United States, Australia, Canada, Japan, Switzerland or the United Arab Emirates.
In particular, this announcement is not an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. The Shares referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state or jurisdiction of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from, or transaction not subject to, the registration requirements of the Securities Act and applicable state laws. The Company does not intend to conduct a public offering of securities in the United States.
This announcement includes forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "believes", "estimates", "expects", "intends", "plans", "projects", "seeks", "anticipates", "will", "targets", "aims", "may", "would", "should", "could", "continue" or, in each case, their negative or other variations or comparable terminology and similar statements of a future or forward-looking nature, including discussions of strategy, plans, aims, objectives, goals, future events or intentions, identify forward-looking statements.
All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Group's actual results of operations and financial condition to differ materially from those indicated in these statements. Any forward-looking statements speak only as of the date of this announcement. Subject to any obligations under the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, the Company undertakes no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Group, the Directors or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph.
J.P. Morgan Cazenove, Merrill Lynch International, Numis (together the "Managers") and Lexicon Partners are each regulated by the Financial Services Authority and are acting exclusively for the Company and no one else in connection with the Global Offer and will not regard any other person as their respective clients (as defined in the rules of the Financial Services Authority) or be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in relation to the Global Offer and the arrangements detailed in this announcement. J.P. Morgan Cazenove, Merrill Lynch International, Numis and Lexicon Partners are not making any representation or warranty, express or implied, as to the contents of this announcement.
This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Global Offer can not be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Global Offer for the entity concerned.
In connection with the Global Offer, J.P. Morgan Cazenove, Merrill Lynch International and Numis and any of their respective 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 Jupiter or related investments in connection with the Global Offer 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, J.P. Morgan Cazenove, Merrill Lynch International and Numis and any of their respective affiliates acting as investors for their own accounts. J.P. Morgan Cazenove, Merrill Lynch International and Numis do not 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 J.P. Morgan Cazenove, Merrill Lynch International, Numis, Lexicon Partners nor any of their respective affiliates 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 Global Offer, J.P. Morgan Cazenove, as stabilising manager on behalf of the Managers, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot up to 10 per cent. of the number of new Shares being placed on behalf of the Company (before any utilisation of the over-allotment option) 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. For the purposes of allowing it to cover short positions resulting from any such transactions effected by it during the stabilisation period, J.P. Morgan Cazenove may enter into over-allotment arrangements pursuant to which J.P. Morgan Cazenove may purchase or procure purchasers for additional shares up to a maximum of 10 per cent. of the total number of Shares comprised in the Global Offer (before any utilisation of the over-allotment option) at the offer price. J.P. Morgan Cazenove 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 30 calendar days thereafter. However, there will be no obligation on J.P. Morgan Cazenove 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 J.P. Morgan Cazenove nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.