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Wednesday 24 January, 2018

BofA Merrill Lynch

Proposed Placing

RNS Number : 8453C
BofA Merrill Lynch
24 January 2018
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

PROPOSED PLACING OF 62,013,086 ORDINARY SHARES IN PETS AT HOME GROUP PLC ("PETS AT HOME" OR "COMPANY")

24 January 2018

Entities owned by certain funds managed and advised by, or otherwise affiliated with, Kohlberg Kravis Roberts & Co. L.P. ("KKR") announce their intention to sell 62,013,086 ordinary shares (the "Placing Shares") in the capital of the Company. The Placing Shares represent approximately 12.3% of the Company's issued share capital and constitutes KKR's entire remaining holding in the Company. Pets at Home will not receive any proceeds from the sale.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Merrill Lynch International and Numis Securities Limited are acting as joint bookrunners on the transaction (together the "Bookrunners").

The Placing Shares, in all respects, rank pari passu with the Company's ordinary shares.

The final number of Placing Shares to be placed will be agreed by the Bookrunners and KKR at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Bookrunners.

THIS MESSAGE and the information contained herein is for information purposes only and DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.  THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES AND Neither this announcement nor any copy of it may be taken, transmitted or distributed, 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), Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African or Japanese securities laws.

THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE. 

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. The distribution of this announcement and the offering or sale of the SEcurities in certain jurisdictions may be restricted by law. No action has been taken by KKR, MERRILL LYNCH INTERNATIONAL or NUMIS SECURITIES LIMITED or any of their respective affiliates that would, or which is intended to, permit a public offer of the Securities in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by KKR, MERRILL LYNCH INTERNATIONAL and NUMIS SECURITIES LIMITED to inform themselves about and to observe any applicable restrictions.

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SHARES SOLD BY THE INVESTORS REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A CONSEQUENCE, THE SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.

No prospectus or offering document has been or will be prepared in connection with the Offer. Any investment decision to buy securities in the Offer must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of KKR, MERRILL LYNCH INTERNATIONAL OR NUMIS SECURITIES LIMITED or any of their respective affiliates.

 

EACH OF MERRILL LYNCH INTERNATIONAL, WHICH is AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND PRUDENTIAL REGULATORY AUTHORITY, and NUMIS SECURITIES LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, is ACTING FOR KKR ONLY IN CONNECTION WITH THE OFFER AND WILL NOT will not be responsible to anyone other than KKR for providing the protections offered to clients of MERRILL LYNCH INTERNATIONAL and NUMIS SECURITIES LIMITED, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

In connection with any offering of the PLACING Shares, ANY OF TH BOOKRUNNERS  and any of its affiliates may take up a portion of the PLACING Shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such PLACING Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of PLACING Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so


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