Result of placing in Associated British Foods PLC
Press release, 31 May 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Result of placing of ordinary shares in Associated British Foods PLC
Howard Investments Limited ("Howard"), a wholly owned subsidiary of Wittington Investments Limited ("Wittington") has agreed to sell approximately 10.3 million ordinary shares (representing approximately 1.4% of the issued share capital) in Associated British Foods PLC ("ABF") to institutional investors by way of an accelerated bookbuild process (the "Placing") at a price of 2,550 pence per ordinary share, raising gross proceeds of approximately £262 million.
Following completion of the Placing, the combined shareholding of Wittington and Howard in ABF is expected to be approximately 56.1%. Once the remainder of the £500 million share buyback programme announced by ABF with its last full year results in November 2023 (the "FY24 Buyback") has completed, the combined shareholding is expected to be broadly in line with its level prior to the commencement of the FY24 Buyback, which was 56.4%.
Wittington has agreed that neither it nor Howard will sell any further shares in ABF for the remainder of ABF's current financial year ending 14th September 2024 without the consent of UBS AG, London Branch ("UBS"). Wittington is committed to maintaining a majority stake in ABF.
UBS acted as Bookrunner in connection with the Placing.
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Disclaimer
The contents of this announcement have been prepared by and are the sole responsibility of Howard. Howard makes no representation or warranty as to the appropriateness, accuracy, completeness or reliability of the information in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security; nor shall be there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Information regarding forward-looking statements
This announcement includes 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 "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.
No offer
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction. In particular, the securities referred to herein may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The shares to which this announcement relates have not been and will not be registered under the Securities Act and Howard does not intend to register any part of the Placing in the United States or to conduct a public offering in the United States of the shares to which this announcement relates.
This announcement does not constitute a prospectus or an offer or invitation to purchase securities. This announcement is only addressed to, and directed at, persons who are "qualified investors", being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and who: (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (b) persons to whom it may otherwise lawfully be communicated (each such persons in (a) and (b) together being referred to as "Relevant Persons").
In addition, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA.
This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law. No action has been taken that would permit the Placing or distribution of this announcement in any jurisdiction where action for such purpose is required. 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.
UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS acted exclusively as Bookrunner for Howard and no one else in connection with the Placing. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Placing, the contents of this announcement or any other matter referred to herein.
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