*** NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN***
This announcement is an advertisement and not a prospectus. This announcement is not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction, including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission of its ordinary shares (the "Ordinary Shares") and warrants (the "Warrants") to the Official List of the Financial Conduct Authority (the "FCA") (by way of a standard listing under Chapters 14 and 20, respectively of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the "Listing Rules")) and to trading on the London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities (the "Admission"). Copies of the Prospectus will, following publication, be available from the office of the Company's Administrator: Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 1WW and at http://www.morningstar.co.uk/uk/NSM. The Prospectus will, following publication, also be available from the Company's registered office at Nemours Chambers, Road Town, Tortola, British Virgin Islands, on the Company's website http://www.atlas-mara-co-nvest.com and at Greenberg Traurig Maher LLP, 200 Gray's Inn Road, London WCIX 8HF.
17 December 2013
Atlas Mara Co-Nvest Limited Initial Public Offering
Atlas Mara Co-Nvest Limited ("Atlas Mara" or the "Company") is pleased to announce the results of its successful placing of Ordinary Shares with Warrants being issued to subscribers of Ordinary Shares in the IPO on the basis of one Warrant per Ordinary Share (the "Matching Warrants") (the "Placing").
Atlas Mara has raised gross proceeds of $325 million including the founders' investment of $20 million.
Atlas Mara has been formed to undertake an acquisition of a target company or business (the "Acquisition"). The Company's efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region. However, given the experience of the Company's founders and its board, the Company expects to focus on acquiring a company or business in the financial services sector with all or a substantial portion of its operations in Africa.
The Directors believe that there are significant gaps in the market today including the need for capital created by European financial institutions retreating to their home territories due to the sovereign debt crisis and the Basel III regulatory framework at a critical time for growth in Africa. This situation presents opportunities for the Company to execute the Acquisition and to create a financial institution that provides leadership, liquidity, access to investors, product innovation, and technology to support economic growth and strengthen financial systems in Africa.
Conditional dealings are expected to commence at 8.00 a.m. today under the ticker symbols "ATMA" in respect of the Ordinary Shares and "ATMW" in respect of the Warrants, and it is expected that admission to a Standard Listing on the Official List of the FCA will become effective and unconditional dealings in the Ordinary Shares and the Warrants on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 20 December 2013.
Citigroup Global Markets Limited ("Citi") is acting as Sole Global Co-ordinator and Bookrunner.
+44 (0) 20 7240 2486
+971 50 788 1924
Notes to Editors
Atlas Mara has been formed by Atlas Merchant Capital LLC and Mara Group Holdings Limited (the "Founders"), to undertake an acquisition of a target company or business. The Company does not have any specific acquisition under consideration and does not expect to engage in substantive negotiations with any target company or business until after Admission. Atlas Merchant Capital LLC and Mara Group Holdings Limited are led by Bob Diamond and Ashish J. Thakkar, respectively. There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.
Following completion of the Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.
The Company's efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region. However, given the experience of the Founders and the Company's board (the "Board"), the Company expects to focus on acquiring a company or business in the financial services sector with all or a substantial portion of its operations in Africa.
Business strategy and execution
The Company has identified the following criteria that it believes are important in evaluating a prospective target company or business. It will generally use these criteria in evaluating acquisition opportunities. However, it may also decide to enter into the Acquisition with a target company or business that does not meet these criteria.
• Geographical focus: The Company intends, but is not required to, seek to acquire a company or business with operations in jurisdictions with (i) strong underlying fundamentals and clear broad-based growth drivers, (ii) a meaningful population and an identifiable market, (iii) established financial services regulatory systems, (iv) stable political structures and (v) strong or improving governance and anti-corruption ratings.
• Scalability and growth potential: The Company intends, but is not required to, seek to acquire a company or business with attractive market positioning and the potential for a "step change" to its existing customer proposition and/or the execution of its business model, and which is scalable in both its home market(s) and across additional regions.
• Identifiable routes to value creation: The Company intends, but is not required to, seek to acquire a company or business in respect of which the Company can (i) play an active role in the optimisation of strategy and execution, (ii) enhance existing management capabilities through the Founders' and the Founder Directors' proven management skills and depth of experience, (iii) effect operational changes to enhance efficiency and profitability and (iv) provide capital to support significant, credible, growth initiatives.
Arnold O. Ekpe, Chairman
Mr. Ekpe served as Group Chief Executive Officer and Executive Director of Ecobank Transnational Incorporated (''Ecobank'') until 2012. Mr Ekpe re-joined Ecobank as Group Chief Executive Officer in 2005 having previously been Ecobank's Chief Executive Officer from 1996 to 2001. Between 2002 and 2003 he served as Chief Executive Officer of United Bank for Africa and from 2004 to 2005 he was a partner at the Africa Capital Alliance. During 2003 and 2004, he also held non-executive directorships at UAC Nigeria plc, Dorman Long Engineering and Virgin Nigeria Airways. He currently serves as non-executive vice-chairman of ADC African Development Corporation AG, non-executive director of the Nigeria Sovereign Investment Authority and chairman of its risk committee, non-executive chairman of Cellular Systems International (trading as Wari), non-executive chairman of Africa Strategic Impact Fund, non-executive director of Dangote Flour Mills plc and non-executive chairman of Multiverse Plc. Mr. Ekpe has over 30 years of African and international banking experience, including serving as a vice president and head of Structured Trade and Corporate Finance for sub-Saharan Africa for Citibank. He holds degrees in Mechanical Engineering and Business Administration from Manchester University and Manchester Business School, respectively.
Bob Diamond, Non-Executive Director
Mr. Diamond is the founder and Chief Executive Officer of Atlas Merchant Capital LLC. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays and Chief Executive of Corporate & Investment Banking and Wealth Management, comprising Barclays Capital, Barclays Corporate and Barclays Wealth. He became an executive director of Barclays in 2005 and was a member of the Barclays Executive Committee from 1997. Prior to that he worked at Morgan Stanley for over ten years. Mr Diamond is currently involved in several Africa initiatives. He is Co-Chairman globally and President of the New York Chapter of Invest Africa (a private club for individuals, business leaders, and entrepreneurs to gain insight and opportunity in the African market). He is working with the Atlantic Council and Council on Foreign Relations on instituting an annual lecture on Africa with the Diamond Family Foundation ("DFF"). He is a board member of the DFF, which has supported multiple organisations in Africa. The DFF directors received the Princeton in Africa award in November 2013, for their philanthropy and business activities in Africa. A native of Concord, Massachusetts, Mr. Diamond received a Bachelor of Arts degree in Economics from Colby College in Maine (1974) and an MBA from the University of Connecticut, where he ranked first in his class (1977). He was awarded Doctor of Humane Letters from the University of Connecticut in 2006 and Doctor of Laws from Colby College in 2008.
Ashish J. Thakkar, Non-Executive Director
Mr. Thakkar is the founder of Mara Group and Mara Foundation. Mr. Thakkar started his first IT company in 1996 at the age of 15 in Uganda. Since then, Mr. Thakkar has successfully driven the growth of Mara Group to become a globally recognised multi-sector conglomerate with investments in IT services, manufacturing, agriculture and real estate operations in 21 countries (of which 19 are African) that employ over 8,000 people. Mara Foundation is the social enterprise of Mara Group and focuses on emerging African entrepreneurs. It offers comprehensive support services, including mentorship, funding, incubation centre workspace and business training and aims to help transform entrepreneurs' business ideas into profitable and thriving business entities. Mr. Thakkar's leadership in the field of African business was recognised when he was appointed as a Young Global Leader by the World Economic Forum in 2012. Mr. Thakkar also sits on the World Economic Forum's Global Agenda Council on Africa and advises certain heads of state in Sub-Saharan Africa. In September 2013, Mr. Thakkar was named in Fortune magazine's ''40 Under 40'' list and in November 2013 he was appointed to Dell's Global Advisory Board, part of the Dell Center for Entrepreneurs.
Tonye Patrick Cole, Independent Non-Executive Director
Tonye Patrick Cole is the co-founder and Group Executive Director of Sahara Group, an energy conglomerate with operations spanning the entire energy chain in Nigeria to neighbouring West African countries and beyond. The Group operates in 14 countries around the world with over 500 employees and annual turnover of $10.6 billion. He is chiefly responsible for the strategic expansion of businesses within the organisation's energy portfolio and is actively involved in the exploration of up-stream opportunities in new frontier and emerging markets. In addition to founding and running one of Nigeria's largest energy conglomerates, Mr. Cole works to inspire the youth of Africa through charities such as his NGO (Nehemiah Youth Empowerment initiative) and Africa 2.0, organisations which aim to influence change in Africa by bringing together young and emerging leaders to develop and implement practical strategies that will produce positive outcomes for millions. In addition, he works closely with a number of foundations in Nigeria including the Down Syndrome Foundation, Slum-2-School project and various orphanages.
Rachel F. Robbins, Independent Non-Executive Director
Rachel F. Robbins most recently served as the Vice President, General Counsel of the private sector arm of the World Bank Group - the International Finance Corporation ("IFC") and as a member of IFC's Management Group between 2008 and 2012. She was responsible for the foundation of IFC's positions on legal issues and oversaw IFC's provision of legal services to internal and external clients. Ms. Robbins joined the IFC with three decades of experience in legal and financial services, including extensive experience in corporate governance and in managing global teams through periods of change. Between 2006 and 2008, Ms. Robbins was Executive Vice President, General Counsel, and Secretary of the New York Stock Exchange and its parent, NYSE Euronext. She spent most of her legal career at JP Morgan & Co., where she concluded her 20 years of service as General Counsel and Corporate Secretary from 1996 to 2001. From 2003 to 2004 she was General Counsel of Citigroup International. Ms. Robbins was a founding partner of Blaqwell, Inc., an international management consulting company focused on the legal industry. She started her legal career at Milbank, Tweed, and Hadley & McCloy. Ms. Robbins is currently a director of FINCA Microfinance LLC. Ms. Robbins holds a JD from New York University School of Law and a Bachelor of Arts degree in French literature from Wellesley College.
The Founding Entities
Atlas Mara has raised gross proceeds of $325 million consisting of $312.5 million through the placing of Ordinary Shares (with Matching Warrants) at a placing price of $10 per Ordinary Share and a further $12.5 million through the subscription of Founder Preferred Shares (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share) by entities affiliated with Bob Diamond and Ashish J. Thakkar. These entities have also committed $7.5 million of capital to subscribe for 750,000 Ordinary Shares (with Matching Warrants) in aggregate at the placing price. Each Warrant entitles the holder to one third of an Ordinary Share, exercisable in multiples of three Warrants at $11.50 per Ordinary Share.
The Founding Entities (Atlas - AFS Partners LLC and Mara Partners FS Limited) have committed, in aggregate, $20 million in connection with the Placing and the subscription for Founder Preferred Shares in the Company.
The Founding Entities will subscribe for 750,000 New Ordinary Shares (with Matching Warrants) in aggregate at the placing price comprising 600,000 New Ordinary Shares (with Matching Warrants) by Atlas - AFS Partners LLC and 150,000 New Ordinary Shares (with Matching Warrants) by Mara Partners FS Limited.
The Founding Entities have also committed $12.5 million of capital for 1,250,000 Founder Preferred Shares (with Warrants being issued on the basis of one Warrant per Founder Preferred Share) comprising 1,000,000 Founder Preferred Shares by Atlas - AFS Partners LLC and 250,000 Founder Preferred Shares by Mara Partners FS Limited.
If the Acquisition has not been announced by the first anniversary of Admission, the Board will recommend to Shareholders either that the Company be wound up or that the Company continue to pursue the Acquisition for a further 12 months from the first anniversary of Admission. The Board's recommendation will then be put to a Shareholder vote (from which the Directors and the Founding Entities will abstain). In the event that the Company is wound up, any capital available for distribution will be returned first to holders of Ordinary Shares in an amount up to $10 per share in respect of each fully paid up Ordinary Share then, provided there are assets remaining, to the holders of Founder Preferred Shares, in accordance with the Company's articles of association (the "Articles"). A special resolution of the Company, requiring not less than 75 per cent. of the votes cast, is required to voluntarily wind-up the Company unless the Board proposes such resolution following the first anniversary of Admission in accordance with the Articles, in which case an ordinary resolution is required, or unless the Directors determine by a resolution of Directors that the Company should be wound up at any time after an Acquisition has been completed and when the Directors reasonably conclude that the Company is or will become a dormant company.
Unless required by applicable law or other regulatory process, no Shareholder approval will be sought to make the Acquisition. The Acquisition will be subject to Board approval, including a majority of the Non-Founder Directors.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction, including the United States, Australia, Canada or Japan. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada or Japan and may not be offered or sold within, into or in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws or to or for the account or benefit of persons in the United States, Australia, Canada or Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. The Company is not and does not intend to become an ''investment company'' within the meaning of the U.S. Investment Company Act of 1940, as amended (the ''U.S. Investment Company Act''), and is not engaged and does not propose to engage in the business of investing, reinvesting, owning, holding or trading in securities. Accordingly, the Company is not and will not be registered under the U.S. Investment Company Act and Investors will not be entitled to the benefits of that Act.
The Ordinary Shares and the Warrants are being offered outside the United States in offshore transactions within the meaning of and in accordance with Regulation S under the Securities Act. The Ordinary Shares and the Warrants are being offered within the United States only to persons reasonably believed to be qualified institutional buyers, in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This announcement is an advertisement and does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be issued in due course by the Company in connection with the admission of the Ordinary Shares and the Warrants to a standard listing on the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the office of the Company's Administrator: Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 1WW and at http://www.morningstar.co.uk/uk/NSM. The Prospectus will, following publication, also be available from the Company's registered office at Nemours Chambers, Road Town, Tortola, British Virgin Islands, on the Company's website http://www.atlas-mara-co-nvest.com and at Greenberg Traurig Maher LLP, 200 Gray's Inn Road, London WCIX 8HF.
In the event of any discrepancy between this announcement and the Prospectus in its final form, the Prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.
This announcement and the Placing are and will be 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, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and including any relevant implementing measure in the relevant Member State) ("Qualified Investors"). In the United Kingdom, this announcement is directed only at Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of ''investment professionals'' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (iii) to whom it may otherwise lawfully be communicated (all such persons in (i) to (iii) inclusive together being referred to as ''Relevant Persons''). Under no circumstances should persons of any other description rely or act upon the contents of this announcement.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission. Securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering an investment in such securities should consult an authorised person specialising in advising on such securities. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance is not a guide to future performance.
The Placing and the distribution of this announcement and other information in connection with the Placing 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 restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Citigroup Global Markets Limited, authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction, arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Citigroup Global Markets Limited by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Citigroup Global Markets Limited and its affiliates accept no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification. Citigroup Global Markets Limited and its affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.
Forward looking statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and the board of directors concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies, including with regard to the acquisition. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Forward-looking statements contained in this announcement apply only as at the date of this announcement. Subject to any obligations under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.