Results of Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT NOTICE" BELOW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
AO World Plc
("AO World" or the "Company")
RESULTS OF PLACING
30 March 2017
AO World is pleased to announce the results of the placing announced earlier today (the "Placing").
A total of 37,735,849 new ordinary shares of 0.25 pence each in the Company (the "Placing Shares") representing approximately 9.0 per cent. of the Company's existing issued ordinary share capital (excluding any treasury shares) have been placed at a price of 132.5 pence per Placing Share (the "Placing Price") raising proceeds of £50 million (before expenses), subject to completion.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.25 pence each in the Company including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.
Jefferies International Limited ("Jefferies") and Numis Securities Limited ("Numis", and together with Jefferies, the "Joint Bookrunners") acted as joint bookrunners in respect of the Placing. Rothschild acted as financial adviser to the Company.
Admission
Applications have been made for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 3 April 2017 at which time dealings in the Placing Shares will commence. The Placing is conditional upon, inter alia, Admission becoming effective and upon the placing agreement between the Company, Jefferies and Numis becoming unconditional and not being terminated.
Total voting rights
Following Admission, the Company will have 458,788,480 ordinary shares of 0.25 pence each in issue. There are no ordinary shares held in treasury.
Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 458,788,480. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Smaller related party transactions
Steve Caunce, John Roberts, Mark Higgins and Chris Hopkinson are each a related party of the Company for the purposes of the Listing Rules. Steve Caunce and John Roberts have participated in the Placing in respect of 1,509,433 Placing Shares each at the Placing Price and Chris Hopkinson has participated in the Placing in respect of 754,716 Placing Shares at the Placing Price. The issues of shares to Steve Caunce, John Roberts and Chris Hopkinson constitute smaller related party transactions under Listing Rule 11.1.10R. Mark Higgins has participated in the Placing in respect of 3,773 Placing Shares at the Placing Price.
For further information, please contact:
AO World Plc +44 (0)1204 672400
Mark Higgins
Chief Financial Officer
Jefferies +44 (0)20 7029 8000
Nick Adams
Lee Morton
Max Jones
Numis +44 (0)20 7260 1000
Alex Ham
Luke Bordewich
Michael Burke
Rothschild +44 (0)20 7280 5000
Bod Buckby
Jonathan Finn
Tulchan Communications +44(0) 20 7353 4200
Susanna Voyle ao@tulchangroup.com
Michelle Clarke
IMPORTANT NOTICE
This Announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Each of the Joint Bookrunners are authorised and regulated by the Financial Conduct Authority and are acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, the contents of this announcement or any transaction or any other matters referred to herein. In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise.
The distribution of any information in this Announcement and the offer, sale and delivery of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.
This Announcement may contain statements that are, or are deemed to be, forward-looking statements. In some instances, forward-looking looking statements can be identified by the use of terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results and events to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offering of the Placing Shares in the United States.
The Placing Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Hong Kong, New Zealand, Singapore or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan, Hong Kong, New Zealand, Singapore or South Africa. There has been and will be no public offering of the Placing Shares in Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction.
This information is provided by RNS
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