Announcement of Offer Price

RNS Number : 6975M

Spire Healthcare Group PLC

18 July 2014

 



NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT

Spire Healthcare Group plc: Announcement of Offer Price

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Spire Healthcare Group plc ("Spire", the "Company" or the "Group") on 7 July 2014 in connection with the offer of its ordinary shares (the "Shares") and the proposed admission of its Shares to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Copies of the Prospectus are available from http://investors.spirehealthcare.com/, subject to applicable securities laws, and at the Company's registered office.

18 July 2014

Following its announcement of 25 June 2014 of its intention to proceed with an initial public offering ("IPO" or "Offer") and its announcements on 7 July 2014 of the expected price range and publication of the Prospectus, Spire announces the pricing of the IPO.

·     The Offer price has been set at 210 pence per Share (the "Offer Price")

·     Based on the Offer Price, Spire's market capitalisation at the commencement of conditional dealings will be £842.3 million

·     The Offer comprises 0.1 million existing Shares and 150.0 million new Shares, representing 37.4% of Spire's issued Shares immediately following Admission

·     Immediately following Admission, certain Cinven funds ("Cinven") will hold approximately 61.9% of the voting rights attached to the issued share capital of the Company, assuming no exercise of the Over-allotment Option (defined below), and 56.3% assuming the Over-allotment Option is exercised in full

·     The Offer is expected to raise gross proceeds of £315.0 million for the Company and £0.2 million for the selling shareholders assuming no exercise of the Over-allotment Option, and £47.5 million assuming exercise in full of the Over-allotment Option

·     Immediately following Admission, the issued share capital of the Company will be 401.1 million Shares

·     The selling shareholders comprise certain Cinven funds (through the exercise of the Over-allotment Option) and certain of the Company's directors

·     Applications under the Consultant and Staff Offer have been met in full

·     Shares worth £4.2 million have been allocated to consultants and staff under the Consultant and Staff Offer and the remainder have been allocated to institutional investors under the Institutional Offer

·     The Company has directly allocated 45,235 Shares to the Company's independent non-executive directors

·     As stabilising manager on behalf of the Underwriters, Morgan Stanley Securities Limited has been granted an over-allotment option by Cinven, exercisable no later than thirty days from today, over up to 22.5 million Shares, representing 15.0% of the Offer (the "Over-allotment Option")

·     Conditional dealings in the Shares will commence on the London Stock Exchange at 8.00 am today

·     Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8.00 am on 23 July 2014 under the ticker SPI (ISIN: GB00BNLPYF73)

·     The Pricing Statement relating to the Offer is available free of charge at Spire's registered office. In addition, the Pricing Statement will (subject to certain restrictions) be published on Spire's website at http://investors.spirehealthcare.com/

·     It is expected that the Company will be eligible for inclusion in the FTSE UK Index Series at the quarterly review in September 2014

Rob Roger, Chief Executive Officer, said:

"We are pleased that investors, staff and consultants have recognised the multiple growth opportunities offered by Spire's 39 hospitals and 13 clinics. Our excellent track record of clinical outcomes and operating efficiency means we believe we will benefit from the positive UK healthcare market dynamics of a growing population, longer life expectancy and increasing patient choice."

"Today is a milestone for us all at Spire and is a testament to the hard work and dedication that is the hallmark of all our teams.  We look forward with confidence to our future as a public company, supported by a strong and diverse shareholder base."

Enquiries

For further information please contact:

Spire Healthcare                                                              [phone]

Antony Mannion

(Director, Investor Relations)

Joint Global Co-ordinator and Joint Bookrunner

BofA Merrill Lynch                                                          [phone]

Dan Rosenfield

Simon Davy

Craig Coben

Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner

J.P. Morgan Cazenove                                                   [phone]

Laurence Hollingworth

Greg Chamberlain

James Mitford

Joint Global Co-ordinator, Joint Sponsor and Joint Bookrunner

Morgan Stanley                                                                [phone]

Matthew Jarman

Ben Grindley

Henrik Gobel

Co-Lead Manager

Numis                                                                                   [phone]

Michael Meade

Rupert Krefting

PR Advisor for Spire

Brunswick Group LLP                                                     [phone]

Simon Sporborg

Natalia Dyett

Important notice

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the Securities Act or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus published by Spire on 7 July 2014 in connection with the proposed admission of its Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange. Copies of the Prospectus are available from http://investors.spirehealthcare.com/, subject to applicable securities laws, and at the Company's registered office.

The information 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 or completeness. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Spire's intentions in relation to Admission at this stage. Acquiring Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity or person concerned.

J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc and Morgan Stanley Securities Limited, which are authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, and Numis Securities Limited, who are authorised and regulated by the FCA in the United Kingdom are acting exclusively for Spire 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 Spire 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 J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and Numis Securities Limited 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 Spire or related investments in connection with the 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 Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and Numis Securities Limited or any of their respective affiliates acting as investors for their own accounts. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and Numis Securities Limited and their respective affiliates 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.

Apart from the responsibilities and liabilities, if any, which may be imposed on any of J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and Numis Securities Limited by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and Numis Securities Limited or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offer and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of J.P. Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited and Numis Securities Limited and their respective affiliates accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, overallot 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. The stabilising manager will not be 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 no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager 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 the stabilising manager 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.

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.

 

END

 

 

MSCDMGMNKRKGDZG