Exercise of over-allotment option
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
For immediate release
30 October 2015
Ibstock plc
Exercise of over-allotment option
Ibstock plc (the "Company") announces that, in connection with its initial public offering of ordinary shares (the "Offer") UBS Limited, as stabilisation manager, has today given notice to exercise the over-allotment option granted by Diamond (BC) S.à r.l. (the "Bain Capital Fund") in respect of 24,330,000 ordinary shares at the offer price of 190 pence per ordinary share.
Including the exercise of the over-allotment option, the total size of the Offer is £354,407,000 (186,530,000 ordinary shares), in total representing approximately 46.0 per cent of the 405,500,000 ordinary shares of the Company currently in issue.
Following the exercise of the over-allotment option, the Bain Capital Fund will own approximately 47.0 per cent. of the ordinary shares of the Company currently in issue.
Enquiries
Ibstock (enquiries via Citigate Dewe Rogerson)
Wayne Sheppard (CEO)
Kevin Sims (CFO)
Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners
J.P. Morgan +44 (0) 20 7742 4000
Richard Perelman
Charlie Pretzlik
James Taylor
Philip Thorne
UBS +44 (0) 20 7567 8000
Mark Stockdale
Christopher Smith
Alexandre Blanchard
Abid Chaudhri
Joint Bookrunners
Barclays +44 (0) 20 7623 2323
Alex de Souza
Robert Cerdan
Robert Mayhew
Numis +44 (0) 20 7260 1000
Alex Ham
Richard Thomas
Jamie Loughborough
Financial Adviser
Rothschild +44 (0) 20 7280 5000
Nigel Himsworth
Peter Nicklin
Stephen Griffiths
Financial Public Relations
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Kevin Smith
Simon Rigby
Nick Hayns
Disclaimers
Important notice
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 Offer and 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 ordinary shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. The Company does not intend to register any part of the Offer in the United States and there will be no public offering of securities in the United States.
The ordinary shares have not been and will not be registered under the applicable securities laws of Canada, Japan, South Africa or Australia and may not be offered or sold in Canada, Japan, South Africa or Australia except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in Canada, Japan, South Africa or Australia.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
Each of J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), UBS Limited, Barclays Bank PLC and N.M. Rothschild & Sons Limited ("Rothschild") are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom, and Numis Securities Limited, authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company no one else in connection with the Offer. J.P. Morgan Securities plc, UBS Limited, Barclays Bank PLC and Numis Securities Limited (together, the "Banks") and Rothschild will not regard any other person (whether or not a recipient of this announcement) as a 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 giving advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein.
In connection with the Offer, the Banks, Rothschild and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire 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 in the Prospectus to the ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any or issue, offer, subscription, acquisition, dealing or placing by, each of the Banks, Rothschild and any of their affiliates acting as investors for their own accounts. In addition certain of the Banks, Rothschild or any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of ordinary shares. None of the Banks or 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.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks or Rothschild by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, neither the Banks nor Rothschild nor any of their respective affiliates or any of their respective directors, officers, employees, advisers or any other person accepts any responsibility or liability whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its truth, accuracy, completeness or fairness (or whether any information has been omitted from the announcement) or any other information relating to the Company and its subsidiaries made or purported to be made by it or on behalf of it (or any of its operating company undertakings or affiliates or any of their respective directors, officers, employees or advisers), the Company, the Directors or any other person, in connection with the Company, the ordinary shares or the Offer, whether written, oral or in 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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