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Thursday 26 February, 2015

Auto Trader Grp plc

Intention to Float

RNS Number : 9341F
Auto Trader Group plc
26 February 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") expected 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.

 

 26 February 2015

Auto Trader Group plc

Intention to Float on the London Stock Exchange

 

Auto Trader Group plc ("Auto Trader", or the "Company") today announces its intention to proceed with an initial public offering (the "IPO" or the "Offer"). The Company intends to apply for admission of its ordinary shares ("Shares") to the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and to trading on the main market of the London Stock Exchange ("LSE") (together "Admission"). It is expected that Admission will occur in March 2015.

Auto Trader sits at the heart of the UK's vehicle buying process and operates the UK's largest digital automotive marketplace (the "Marketplace"). The Company is a 100% digital business, since successfully transitioning from print (the Auto Trader magazine) to digital (autotrader.co.uk), and is solely focused on the UK and Ireland.   

Auto Trader's primary activity is to help vehicle retailers compete effectively on the Marketplace in order to sell more vehicles, faster. The Marketplace brings together the largest and most engaged consumer audience with the largest pool of vehicle sellers, resulting in the Group being able to offer the largest stock choice in the UK market. The Group does not buy or sell any vehicles itself.

Auto Trader holds a strong position in the market, with c. 92% prompted brand awareness in the UK1, c. 80% of UK retailer forecourts advertising via the website and c. 65% of UK used car transactions involving cars listed on autotrader.co.uk. This market-leading position enables the Company to generate and collect large amounts of data on the UK's automotive marketplace and leverage its possession of such data to create a suite of services which seek to allow retailers to:

§ sell more vehicles through advertising on the Marketplace

§ market their brands and businesses effectively in the digital world

§ buy the right vehicles at the right price

§ optimise their stock turn and vehicle margin

The Group's continued innovation has driven growth in the online business. In the 52 week period to 30 March 2014 ("FY14"), Auto Trader generated continuing revenues of £237.7 million and Adjusted Underlying EBITDA of £136.1 million. Subsequently, the Group has demonstrated c. 8% revenue growth and c. 16% Adjusted Underlying EBITDA growth over the 39 week period to 28 December 2014 ("YTDQ315"), compared to the 39 week period ended 29 December 2013 ("YTDQ314"), whilst expanding margins to c. 61%.

The Offer and Admission will position Auto Trader for the next stage of its development by further raising the profile of the Group and providing an appropriate capital structure for future growth.

 

Ed Williams, Chairman of Auto Trader said:

"Auto Trader has been the place people think of to buy or sell their next car for generations. Early and sustained investment in the internet and digital technologies has allowed our customers to benefit from the advantages of the internet, whether it is car buyers finding the widest possible range of currently available vehicles, or car sellers reaching the largest number of potential buyers.  

I would like to thank all those who have contributed to this transformation in how vehicles are bought and sold. As one of a handful of long-standing UK companies to have become a household name in the digital world, now seems the ideal time to join the UK stock market. This represents another step in ensuring that Auto Trader can serve future generations of vehicle buyers and sellers."

 

Trevor Mather, Chief Executive of Auto Trader said:

"Auto Trader is known across the UK & Ireland as the digital marketplace for buying and selling vehicles and we work hard every day to balance the needs of the vehicle retailers, helping them sell more vehicles and make more money, and the general public, helping ease the process of what should be an exciting moment in their lives - buying their next vehicle.

I feel truly privileged to lead this business and I am very proud of our employees who have built an incredibly strong and trusted brand together with a hard working and innovative digital culture. I am both confident and hugely enthusiastic about our future, as we embark on the next stage of our growth as a public company."

 

Auto Trader Business Highlights

The UK's Largest Digital Automotive Marketplace

§ More vehicle buyers attracting c. 35 million monthly cross-platform visits on its sites, 4.2 times the nearest competitor2

§ More vehicle retailers, covering c. 80% of franchise and independent UK retailer forecourts3

§ Highest number of car advertisements with 1.9 times the nearest competitor4

§ Highly engaged consumer audience with traffic on autotrader.co.uk representing c. 85% of all minutes spent on certain vehicle classified advertising websites5

 

Sustainable Industry Leadership Position

§ Powerful network effects reinforce Auto Trader's market leadership position

§ Auto Trader's brand is both extremely well known in the UK, with 92% prompted brand awareness6, and the most trusted brand in the used car buying process with surveys showing it is over 8 times more trusted than its nearest competitor7

§ 37 years of brand heritage, dating from Auto Trader's origins as a successful print magazine brand

§ Strong reach and relationships with retailers through the c. 350 person team of sales and service professionals

§ The Auto Trader portal is the default input system for many retailers and forms a core part of their everyday activities

§ Significant proprietary data is driven from the Marketplace and is utilised, together with licensed data, to provide insights on how to better compete on the Marketplace, as well as underpinning the innovation in products and services

 

The Leading Partner for Vehicle Retailers

§ Retailers require increasing assistance and advice as digital change accelerates the evolution of vehicle retailing with 63% of survey respondents considering the internet as the most influential source for vehicle shopping8

§ Four pillars of products and services which seek to assist retailers with:

Selling - allowing retailers to get their stock in front of as many buyers as possible

Buying - helping retailers find the right stock at the right price

Marketing - promoting retailers across the many digital channels used by buyers

Managing - helping retailers optimise their stock turn and profit

§ Low customer concentration with top ten customers for the YTDQ315 contributing less than 5% of the Group's YTDQ315 continuing revenue

 

Fast, Digital Culture, Driven by Innovation

§ Technology enabled, 100% digital and predominantly mobile business with c. two-thirds of traffic now generated through mobile devices (including tablets)

§ Empowered, customer-centric culture promoting innovation across the business, with customer feedback initiatives in place to trial and launch new ideas

§ Committed leadership team with significant digital experience

 

High Margins, Strong Cash Conversion and Well Invested Infrastructure

§ Highly scalable model at little incremental cost, with strong and growing Adjusted Underlying EBITDA margins

§ Significant capital expenditure already undertaken with new innovations expected to be driven from operational budgets and no present plans to undertake further significant capital investment in the medium term

§ Strong operational efficiency with cash conversion of c. 79% in FY14 which the Directors believe is likely to improve in the future

Growth Prospects

Auto Trader has seen strong top-line revenue growth in the digital business. Over the past two financial years, the Group's top-line online revenue has increased at c. 7% CAGR. The Group intends to continue improving the value in the Marketplace for retailers, manufacturers and other third parties, adding new products and services and in so doing, continue to drive growth in the business.

 

Overview of the Offer

§ Intention to list on the premium segment of the Official List

§ The Offer will be made by way of a private placement to institutional investors in the UK and internationally, in the US to QIBs in reliance on Rule 144A or another exemption from registration under the US Securities Act and elsewhere outside of the US in reliance on Regulation S and in accordance with locally applicable laws and regulations

§ Auto Trader is targeting an initial net debt at IPO of c. 3.5x LTM December 2014 Adjusted Underlying EBITDA

§ The Company has arranged with a syndicate of banks to put in place a new £550 million term loan and £30 million revolving credit facility conditional on the successful completion of the IPO

§ It is expected that proceeds of the Offer, together with the new bank facilities and existing cash, will repay all amounts outstanding under the Group's existing junior debt facility and senior facility agreement

§ In addition, two entities wholly-owned by Apax Europe VII (the "Principal Shareholders") may realise a portion of their investment in the Company through the repayment of shareholder loans using additional Offer proceeds and/or a sale of shares in the Company; any remaining shareholder loans will be converted to ordinary shares in the Company prior to Admission

§ It is intended that an over-allotment option of up to 15% of the total offer size will be made available

§ Immediately following Admission, the Company expects to have a free float of at least 25% of the issued share capital of the Company

§ Each of the Company, the Directors, certain members of management and the Principal Shareholders will agree to customary lock-up arrangements in respect of their holding of shares for a specified period of time following Admission

§ It is expected that, following Admission, the Company will be included in the FTSE 250

§ Full details of the Offer will be included in the Prospectus expected to be published in due course

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

 

Enquiries

 

Media Enquiries

 

Instinctif Partners (Public Relations Advisors to Auto Trader):

+44 (0) 20 7457 2020

Adrian Duffield

 

Kay Larsen

 

 

 

Joint Global Co-ordinator and Joint Bookrunner

 

BofA Merrill Lynch:

+44 (0) 20 7628 1000

Peter Luck

 

Antonin Baladi

 

James Fleming

 


 

Joint Global Co-ordinator, Joint Bookrunner and Sponsor

 

Deutsche Bank:

+44 (0) 20 7545 8000

Simon Gorringe

 

Lorcan O'Shea

 

Alexis Maskell

 


 

Joint Bookrunners

 

J.P. Morgan Cazenove:

+44 (0) 20 7742 4000

Hugo Baring

 

James Taylor

 


 

Morgan Stanley:

+44 (0) 20 7425 8000

Henrik Gobel

 

Dominique Cahu

 


 

Lead Manager

 

Numis Securities:

+44 (0) 20 7260 1000

Lorna Tilbian

 

Alex Ham

 

 

 

 

Financial Highlights

 (£m, unless stated otherwise)

 

FY12

FY13

FY14

FY12-14 CAGR

YTDQ314

(unaudited)

YTDQ315

 

YTDQ314-15 Growth

Continuing Revenue (1)

209

219

238

7%

177

191

8%

Adjusted Underlying EBITDA

115

121

136

9%

101

116

16%

Adjusted Underlying EBITDA Margin (%)

55%

55%

57%


57%

61%


Operating Cash Flow (2)

103

117

107


77

94


Cash Conversion (3)

90%

97%

79%


77%

81%


Note: IFRS Financials

(1)      Excludes revenue from discontinued print and overseas operations.

(2)      Cash generated from continuing operations, less total continuing capital expenditure (unaudited).

(3)      Operating Cash Flow as % of Adjusted Underlying EBITDA (unaudited).

 

 

Current Trading and Prospects

Since 28 December 2014, Auto Trader has continued to benefit from favourable market conditions in the UK and broader confidence across the UK automotive industry. For the full year to 29 March 2015, the Directors expect retailer revenue to continue the trend established in YTDQ315.

In FY16, the Directors expect continuing revenue growth, driven primarily by retailer revenue. In addition, the high drop-through of approximately 80% of incremental revenue to incremental EBITDA is expected to lead to a further improvement in Adjusted Underlying EBITDA margin of approximately 1 percentage point.

 

 

Dividend Policy

The Directors intend to maintain a capital structure that optimises the provision of long-term returns to shareholders. The Directors expect sufficient cash flow to be available to meet the growth requirements of the business, to further reduce debt and to provide an income stream to shareholders via dividend payments.

 

Board of Directors

The existing Board, as set out below, will continue under the chairmanship of Ed Williams, with further additions anticipated as soon as reasonably practicable after Admission subject to identifying suitable candidates. The Group is in advanced discussions with an experienced UK corporate executive with a financial background who it hopes will join the Board as an independent non-executive director (and chair of the Audit and Risk Committee) after Admission when he is contractually able to do so. This addition to the Board remains subject to final agreement on the terms of appointment. The Company expects to conform to the provisions of the UK Corporate Governance Code in a prompt and timely manner.

The members of the Board of Auto Trader are:

Ed Williams, Chairman

Ed has been a non-executive director of Auto Trader since November 2010 and chairman since March 2014. He was founding chief executive of Rightmove plc, serving in that capacity from November 2000 until his retirement from the business in April 2013. Rightmove plc was floated on the London Stock Exchange in February 2006. Prior to Rightmove, Ed spent the majority of his career as a management consultant with Accenture and McKinsey & Co. Ed holds an M.A. in Philosophy, Politics and Economics from St Anne's College, Oxford.

Trevor Mather, Chief Executive

Trevor joined Auto Trader as Chief Executive in June 2013. Previously, Trevor was President and CEO of ThoughtWorks, a global IT and software consulting company. Trevor joined ThoughtWorks in 2001 to kick-start the United Kingdom branch of the company and then took accountability for all international operations before becoming CEO in 2007. He helped oversee the business grow from a 300 person North American company to a 2,200 person global business with operations in 29 cities around the world with a particular personal focus on helping businesses become truly digital. Before his time at ThoughtWorks, Trevor spent almost ten years at Andersen Consulting (now Accenture) focusing on e-business solutions. Trevor holds an M.Eng in Aeronautics and Astronautics from Southampton University.

Sean Glithero, Finance Director

After qualifying as a chartered accountant with Ernst & Young, working within both the audit and corporate finance departments, Sean worked in the telecoms industry and for the FTSE 100 company BPB plc before joining Auto Trader as Group Financial Controller in 2006. He has since held various group and divisional roles in the business, helping the business reshape through acquisitions and disposals as well as aiding the transition online through restructuring and realignment programmes. Sean was appointed Finance Director in September 2012 and has led two major re-financings and also has responsibility for customer security, legal services and procurement. Sean holds a B.A. (Hons) in Accountancy from Exeter University.

Tom Hall, Non-Executive Director

Tom was appointed as a NED of Auto Trader in 2007. He is a Partner in Apax Partners LLP's ("Apax") Consumer team, and its Digital Practice. Since joining Apax in 1998, he has led or participated in a number of investments by funds advised by Apax including Thomson Directories, 20 Minuten, The Stationery Office, Truvo and Zeneus Pharma. He is currently a Board member at SouFun Holdings and at Top Right Group, in addition to his role at Auto Trader. He is also on the Advisory Board of the Cambridge University Judge Business School. Prior to joining Apax, Tom worked at S.G. Warburg and Deutsche Bank. Tom holds an M.A. from Trinity College, Cambridge.

Nick Hartman, Non-Executive Director

Nick was appointed as a Non-Executive Director of Auto Trader in 2013. Nick is an Operating Executive in Apax's Operational Excellence Group and joined Apax in 2009. In addition to his operational support, Nick has participated in several investments, including Auto Trader, SouFun, Trader Corporation, Dealer.com, and Answers Corporation. Prior to joining Apax, Nick held senior positions at Orbitz Worldwide and Accenture, which included profit/loss responsibilities, international expansion, and consulting for Fortune 500 retail and high technology clients. Nick holds a BSc from the Kelley School of Business at Indiana University and an M.B.A. from the Kellogg School of Management at Northwestern University.

Victor A. Perry III ("Chip"), Independent Non-Executive Director

Chip was appointed as a Non-Executive Director of Auto Trader in 2014. Chip was the President and CEO of autotrader.com between August 1997 and April 2013. He designed the initial strategy for launching autotrader.com and he was the company's principal strategic architect for 16 years. During his time with autotrader.com, the company grew to $1.4 billion in revenues, 3,500 employees and over 20,000 dealer customers. In addition, between April 2013 and the date of this announcement, Chip has become an investor in, and board member of, several online automotive companies, including The Car Trader (Pty) Ltd (South Africa), CarTrade.com (India) and am.ru (Russia). Before joining autotrader.com Chip had a career with McKinsey & Company between April 1988 and July 1997. He studied Civil Engineering at the University of Virginia and holds an M.B.A. from Harvard Business School.

 

 

Auto Trader Background and History

Auto Trader is a 100% digital business, which has evolved from a print classified business founded in 1977. The Group's transition to a digital business began in 1996, with the launch of autotrader.co.uk, a UK online forum enabling users to buy and sell vehicles. From 1996 onwards, the Group began to focus on transforming its business into a leading digital automotive marketplace, becoming one of the busiest websites in the UK.

Auto Trader's online revenue surpassed its print revenues for the first time in 2007. As part of the Group's strategy to transition to a fully digital business, the Group undertook several measures to develop its digital offering, including the acquisition of an online used car retailer-to-retailer trading platform in 2009, the provision of websites for retailers and the launch of mobile applications in 2010, and the launch of the first of a series of data-oriented recommendation engines in 2013. The Group also undertook the progressive closure of the print business, with the final publication of the print magazine in June 2013. The digital automotive Marketplace continues to evolve and, in 2014, the audience on mobile devices (including tablets) surpassed those on desktops for the first time. The content of autotrader.co.uk is accessible on multiple major devices including mobile phones, tablets and desktop, and supported by multiple mainstream operating systems including iOS, Android and Windows Phone.

During the years 1994 to 1995, Auto Trader diversified into overseas markets including Holland, South Africa and Italy. However, in 2013, the Group made the decision to focus solely on the UK and Ireland. The Group completed the disposal of its overseas subsidiaries in 2013. A small investment in a Chinese classified business called iAutos remains, but management consider this to be a non-material investment.

The Group's ownership structure has also evolved, with Guardian Media Group plc ("GMG") acquiring indirect ownership of the business in 2003, before selling a 49.9% stake to the Principal Shareholders in 2007. The Principal Shareholders acquired full control of the Group from an affiliate of GMG in February 2014.

 

 

Defined Terms

 

·      Adjusted Underlying EBITDA: earnings before interest, tax, depreciation, amortisation, impairment, exceptional items, share based payments and costs of long term management incentive plans less capitalised internal development expenditure, excluding expenditure incurred on building the new order to cash billing system, "SingleView".

·      FY12: the 52 week period ended 1 April 2012.

·      FY13: the 52 week period ended 31 March 2013.

·      FY14: the 52 week period ended 30 March 2014.

·      Group: the Company and its subsidiaries and subsidiary undertakings, as will be in place at the expected date of Admission.

·      YTDQ314: the 39 week period ended 29 December 2013.

·      YTDQ315: the 39 week period ended 28 December 2014.

 

 

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 offered 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 theforward-looking statements contained 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 final 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 the Offer 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 IPO 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. MorganCazenove and 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 final 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.

 



1   Source: HPI Brand Tracker - Prompted brand awareness (all mentions) - October-December 2014.
2   Source: comScore MMX ® in Europe; data for the month of November 2014.
3   PwC Publication - "Growing complexity driving change in the automotive market". Excluding Auto Trader non-car sites and Ireland.
4   Source: Autobiz as at December 2014.
5   Source: comScore MMX ® in Europe; data for the month of November 2014.
6   Source: HPI Brand Tracker - Prompted brand awareness (all mentions) - October-December 2014.
7   Q. "Please rank each of the following brands to the extent to which you trust them to aid you in the car buying process." Source: JIGSAW Research, September 2014.
8   Source: GfK management survey, July 2014.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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