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Friday 12 April, 2019

BofA Merrill Lynch

Result of Placing

RNS Number : 9789V
BofA Merrill Lynch
12 April 2019
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

SALE OF 54,246,004 ORDINARY SHARES IN PETS AT HOME GROUP PLC (THE "COMPANY") BY CANADA PENSION PLAN INVESTMENT BOARD (CPPIB)

 

 

12 April 2019

 

Canada Pension Plan Investment Board ("CPPIB"), announces that it has agreed to sell an aggregate of 54,246,004 ordinary shares (the "Sale Shares") in the Company at a price of 148 pence per share (the "Sale"). The Sale Shares constitute approximately 10.8% of the Company's issued share capital.

 

The Company will not receive any proceeds from the Sale. Following completion of the Sale, CPPIB will no longer hold any ordinary shares in the Company.

The proceeds of the Sale are payable in cash on usual settlement terms, and closing of the Sale is expected to occur on 16 April 2019.

BofA Merrill Lynch acted as Sole Bookrunner in connection with the Sale. Lazard & Co., Limited ("Lazard") is acting as financial adviser to CPPIB in connection with the Sale.

 

Enquiries:

 

 

Lazard                                                                                                                       +44(0) 20 7187 2000

 

Riccardo Villa                                                                                                        

 

Marcus Taylor                                                                                                       

 

Simon Chambers                                                                                                   

 

 

BoA Merrill Lynch                                                                                                       +44(0) 20 7995 3700

 

Daniel Burton-Morgan

 

Andrew Briscoe

 

 

CPPIB (Public Affairs & Communications)                                                                        +44(0) 20 3205 3500

Steve McCool                                                                                                               

                                                                                                         

 

 

 

 

Important Notices

 

 

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

This announcement may not be published, distributed or transmitted, directly or indirectly, in or into the United States (including its territories and possessions and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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 and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The Sale Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, South Africa or Japan or of any other jurisdiction. The Sale Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Sale Shares in the United States or elsewhere.

The Sale Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Sale or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Sale. Any investment decision to buy securities in the Sale 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 CPPIB, Merrill Lynch International, or any of their respective affiliates.

None of Merrill Lynch International or any of its affiliates or any of its or its affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to CPPIB, the Company, their respective 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.

 

The distribution of this announcement and the offering or sale of the Sale Shares in certain jurisdictions may be restricted by law. No action has been taken by CPPIB Merrill Lynch International], or any of their respective affiliates that would, or which is intended to, permit a public offer of the Sale Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Sale Shares in any jurisdiction where action for that purpose is required.

 

Persons into whose possession this announcement comes are required by CPPIB and Merrill Lynch International to inform themselves about and to observe any applicable restrictions.

Merrill Lynch International who is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting only for CPPIB in connection with the Sale and will not be responsible to anyone other than CPPIB for providing the protections offered to the clients of Merrill Lynch International, nor for providing advice in relation to the Sale or any matters referred to in this announcement. Lazard, which is authorised and regulated by FCA, is acting exclusively for CPPIB and no one else in connection with the Sale and will not regard any other person as its client in relation to the Sale and will not be responsible to anyone other than

CPPIB for providing the protections afforded to its clients or for giving advice in relation to the Sale or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with any sale of the Sale Shares, Merrill Lynch International and any of its respective affiliates may take up a portion of the securities in the sale as a principal position and in that capacity may retain, purchase or sell for their own account such securities and other securities of the Company or related investments in connection with the Sale or otherwise.  Accordingly, references in this announcement to the Sale Shares being sold, 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, Merrill Lynch International and any of its affiliates acting in such capacity. In addition, Merrill Lynch International or its respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Merrill Lynch International (or its respective affiliates) may from time to time acquire, hold or dispose of shares.
Merrill Lynch International does 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.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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