Results of Retail Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
LEI: 213800H8DBB8JSKDW630
For immediate release
26 May 2023
ASOS plc
("ASOS" or "the Company")
Results of Retail Offer
ASOS announces the successful completion of the retail offer of new ordinary shares in the capital of the Company ("Ordinary Shares") via the PrimaryBid platform (the "Retail Offer") that was announced yesterday. Retail investors have subscribed via the PrimaryBid platform for a total of 1,155,509 new Ordinary Shares (the "Retail Offer Shares") at an issue price of 418.1 pence per share, raising gross proceeds of £4,831,183 and representing approximately 1.2 per cent of the Company's issued share capital prior to the Equity Raise (as defined below).
This follows the successful completion of the fully underwritten non-pre-emptive cash placing of Ordinary Shares that was announced earlier today (the "Placing").
In aggregate, the Placing and the Retail Offer (the "Equity Raise") comprises 19,093,801 new Ordinary Shares, representing approximately 19.1 per cent of the Company's existing issued share capital, and raising gross proceeds of approximately £80 million.
The Retail Offer Shares will, when issued, be credited as fully paid and rank pari passu in all respects with each other, the shares to be issued under the Placing and with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Retail Offer Shares to the premium listing segment of the Official List maintained by the FCA and to the London Stock Exchange plc (the "LSE") for admission of the Retail Offer Shares to trading on the LSE's main market for listed securities (together, "Admission"). Admission and settlement of the Retail Offer Shares is expected to take place on or before 8.00 a.m. on 31 May 2023.
Following Admission, the Company will have a total of 119,138,301 Ordinary Shares in issue (with no shares held in treasury).
For further information:
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ASOS plc |
Tel: 020 7756 1000 |
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Jose Antonio Ramos Calamonte, Chief Executive Officer Sean Glithero, Interim Chief Financial Officer Michelle Wilson, Senior Director of Strategy & Corporate Development Holly Cassell, Head of Investor Relations Website: www.asosplc.com/investors |
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PrimaryBid Limited |
Email: enquiries@primarybid.com |
Background note
ASOS is a destination for fashion-loving 20-somethings around the world, with a purpose to give its customers the confidence to be whoever they want to be. Through its app and mobile/desktop web experience, available in nine languages and in over 200 markets, ASOS customers can shop a curated edit of over 60,000 products, sourced from nearly 900 global and local third-party brands alongside a mix of fashion-led own-brand labels - ASOS Design, ASOS Edition, ASOS 4505, Collusion, Reclaimed Vintage, Topshop, Topman, Miss Selfridge and HIIT. ASOS aims to give all of its customers a truly frictionless experience, with an ever-greater number of different payment methods and hundreds of local deliveries and return options, including Next-Day Delivery and Same-Day Delivery, dispatched from state-of-the-art fulfilment centres in the UK, US and Germany.
Pre-Emption Group Reporting
The Placing and Retail Offer are non-pre-emptive issues of equity securities for cash, and accordingly the Company makes the following report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
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Name of Issuer |
ASOS plc |
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Transaction details |
In aggregate, the Equity Raise of 19,093,801 Ordinary Shares represents approximately 19.1% of the Company's issued ordinary share capital. Settlement for the new Ordinary Shares and Admission are expected to take place on or before 8 a.m. on 31 May 2023. |
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Use of proceeds |
The use of proceeds of the Equity Raise is to support the Company's changes to its operating model through the Driving Change agenda as set out alongside its FY22 results, as part of the refinancing of its existing debt. The proceeds of the Equity Raise are not intended to be used for any acquisition or specified capital investment. |
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Quantum of proceeds |
In aggregate, the Equity Raise represents gross proceeds of approximately £80 million and net proceeds of approximately £78 million. |
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Discount |
The offer price was 418.1 pence representing the closing price of the shares on 25 May 2023. |
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Allocations |
Soft pre-emption has been adhered to in the allocations process. The Company was fully involved in the allocations process, which has been carried out in compliance with all applicable MiFID II requirements and allocation policies. |
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Consultation |
As outlined in the launch announcement made by the Company on 25 May 2023 entitled "New Financing Arrangements & Equity raise", the Company consulted with and obtained pre-launch underwriting commitments from its two largest shareholders, Aktieselskabet Af 5.5.2010 and Camelot Capital Partners, as well as another shareholder, IGY Limited. |
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Retail investors |
The Equity Raise included a Retail Offer for a total of 1,155,509 Retail Offer Shares via the PrimaryBid platform. Retail investors, who participated in the Retail Offer, were able to do so at the same offer price as all other investors participating in the Equity Raise announced on 25 May 2023. The Retail Offer was also left open for a longer period than the Placing in order that retail investors had a longer opportunity to participate. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through PrimaryBid's platform via its partner network (covering 60+ FCA registered intermediaries) and through PrimaryBid's free-to-use direct channel. Investors had the ability to participate in this transaction through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors had the opportunity to participate in the Equity Raise alongside institutional investors. |
IMPORTANT NOTICES
This announcement (together, the "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Retail Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "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, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Retail Offer Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Retail Offer Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
No public offering of the Retail Offer Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Retail Offer Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") or the Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time, (the "UK Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended from time to time ("FSMA") does not apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published.
This Announcement has been issued by, and is the sole responsibility of, the Company.
The distribution of this Announcement and/or the offering of the Retail Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates that would, or which is intended to, permit an offering of the Retail Offer Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the Retail Offer Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Retail Offer Shares. Any investment decision to buy Retail Offer Shares in the Retail Offer must be made solely on the basis of publicly available information.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Retail Offer. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
The Retail Offer Shares to be issued pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the main market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that such new Ordinary Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all permitted distribution channels (the "UK target market assessment").
Notwithstanding the UK target market assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the new Ordinary Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.
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