Announcement of Offer Price

RNS Number : 8693H

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") to be published by Auto Trader Group plc (the "Company") in due course 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"). A copy of the Prospectus will, following its publication, be available at the Company's registered office at 1 Tony Wilson Place, Manchester M15 4FN and on the London Stock Exchange's website at www.londonstockexchange.com.

 19 March 2015

Auto Trader Group plc

Announcement of Offer Price

Offer Price set at 235 pence

Following the announcement by Auto Trader Group plc ("Auto Trader", or the "Company") on 26 February 2015 of its intention to proceed with an initial public offering (the "IPO" or the "Offer"), the Company today announces the successful pricing of the Offer at 235 pence per Share (the "Offer Price"). Based on the Offer Price, the total market capitalisation of the Company will be £2,350 million at the commencement of conditional dealings.

Offer highlights

§ The Offer Price has been set at 235 pence per Share

§ The Company is raising approximately £437.0 million of net proceeds in the Offer, after deducting the underwriting costs and other fees and expenses of the Offer of £23.3 million

§ The Offer comprises 590,000,000 Shares, representing 59.0% of the Company's issued share capital on Admission (assuming no exercise of the Over-allotment Option)

§ The Company will use the net proceeds from the Offer, together with new bank facilities and existing cash to facilitate the repayment of all amounts outstanding under the Group's existing junior and senior debt facilities

§ The Selling Shareholders (comprising two entities wholly-owned by Apax Europe VII) will receive gross proceeds of approximately £926.2 million pursuant to the Offer

§ The Selling Shareholders have granted Deutsche Bank, as stabilising manager, the Over-allotment Option over up to 88,500,000 Shares, representing 15% of the Shares comprised in the Offer. If the Over-allotment Option were exercised in full, the incremental gross proceeds raised by the Selling Shareholders would be approximately £208.0 million

Admission and dealings

§ Conditional dealings in the Shares will commence on the London Stock Exchange at 8:00am on 19 March 2015 under the ticker AUTO (registered with ISIN number GB00BVYVFW23)

§ Admission to the premium segment of the Official List and to trading on the main market of the London Stock Exchange, and the commencement of unconditional dealings in the Shares on the London Stock Exchange, are expected to take place at 8:00am on 24 March 2015. All dealings in Shares prior to the commencement of unconditional dealings will be on a "when issued" basis and will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned

§ At Admission, the Company will have 1,000,000,000 Shares in issue

Further information

§ The New Shares to be issued pursuant to the Offer will, following Admission, rank pari passu in all respects with each other and with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid in respect of the Shares after Admission

§ Subject to certain customary exceptions, a lock up period will be in place for the Company (180 days), the Directors and certain members of senior management  (360 days) and the Selling Shareholders (360 days) prohibiting the further sale of Shares without the prior written consent of the Joint Global Coordinators

§ Subject to satisfying the appropriate criteria, the Company may be eligible, following completion of the Offer, for inclusion in the FTSE UK Index Series at the quarterly review in June 2015

§ In relation to the Offer and Admission, BofA Merrill Lynch and Deutsche Bank are acting as Joint Global Coordinators and Joint Bookrunners (with Deutsche Bank acting as Sponsor), J.P. Morgan Cazenove and Morgan Stanley are acting as Joint Bookrunners and Numis Securities is acting as Lead Manager

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
James Fleming
Antonin Baladi
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 to be published by the Company in connection with the Offer.

Disclaimer

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Deutsche Bank AG 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 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 United States Securities Act of 1933, as amended (the "US Securities Act") or 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.

This announcement contains 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. The 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 and strategies. The forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

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 the forward-looking statementscontained 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 theOffer 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 Offer 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. Morgan Cazenoveand 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.

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

 

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