Foxtons - exercise of over-allotment option
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
For immediate release
24 September 2013
Foxtons Group plc confirms the exercise of over-allotment option
Foxtons Group plc (the "Company") today confirms that, in connection with its initial public offering of Ordinary Shares (the "Offer"), Credit Suisse Securities (Europe) Limited, as stabilising manager, has exercised the over-allotment option granted by Adnams BBPM Holdings Limited, an entity controlled indirectly by funds advised by BC Partners, in respect of 16,944,902 Ordinary Shares of one pence each in the Company (the "Over-allotment Shares"). The Over-allotment Shares will be sold at the offer price of 230 pence per Over-allotment Share.
Pursuant to the exercise of the over-allotment option, the total size of the Offer is 186,393,927 Ordinary Shares, representing approximately 66.1 per cent. of the Ordinary Share capital of the Company that will be in issue at the time of Admission.
Capitalised terms used and not defined in this announcement shall have the meaning given to them in the prospectus published by the Company dated 20 September 2013.
Enquiries
Foxtons Group plc +44 (0) 20 7893 6000
Michael Brown, Chief Executive Officer
Joint Sponsors and Joint Bookrunners
Credit Suisse +44 (0) 20 7888 8888
Jon Grussing
Simon Taurins
Nick Williams
Numis +44 (0) 20 7260 1000
Heraclis Economides
Alex Ham
Richard Thomas
Co-Lead Manager
Canaccord +44 (0) 20 7523 8350
Roger Lambert
Martin Green
Financial Adviser to the Company
Rothschild +44 (0) 20 7280 5000
Adam Young
William Marshall
DISCLAIMERS
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or other securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Offer and the distribution of this announcement and other information in connection with the Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, 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. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African 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 does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The securities proposed to be offered by the Company have not been and will not be registered under the US Securities Act of 1933 ("Securities Act") or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.
Credit Suisse Securities (Europe) Limited ("Credit Suisse") and N M Rothschild & Sons Limited ("Rothschild") each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and Numis Securities Limited ("Numis") and Canaccord Genuity Limited ("Canaccord") each of which is authorised and regulated solely by the Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Offer, and will not regard any other person as its client 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 or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, Credit Suisse, Numis, Canaccord and Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references to the Ordinary 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 Credit Suisse, Numis, Canaccord and Rothschild and any of their respective affiliates acting as investors for their own accounts. In addition, certain of Credit Suisse, Numis, Canaccord and Rothschild or their respective 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 Ordinary Shares. None of Credit Suisse, Numis, Canaccord and Rothschild 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 Credit Suisse, Numis, Canaccord and Rothschild, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions 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.
This information is provided by RNS
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