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Thursday 21 October, 2021

Rubix Group Holdings

Confirmation of Intention to Float

RNS Number : 7412P
Rubix Group Holdings Limited
21 October 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

This announcement is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

 

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information contained in a prospectus in its final form (the "Prospectus"), including the risk factors set out therein, that may be published by a new company (the "Company") to be inserted as the ultimate holding company of Rubix Group Holdings Limited and its subsidiaries and subsidiary undertakings ("Rubix" or the "Group") in due course in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus of the Company will, if published, be available for inspection from Rubix's website at www.rubix-group.com/investors .

 

21 October 2021

 

Rubix Group Holdings Limited

Confirmation of Intention to Float on the London Stock Exchange

 

Following the announcement by Rubix on 14 October 2021 of its expected intention to float, the Company today confirms its intention to undertake an initial public offering (the "IPO" or the "Offer") and certain details of the Offer.

 

The Company intends to apply for admission of the Shares to the premium listing segment of the Official List of the FCA and to trading on London Stock Exchange's main market for listed securities (together, "Admission").

 

The final offer price in respect of the Offer (the "Offer Price") will be determined following a book-building process, with Admission currently expected to occur in early November 2021.

 

 

Confirmation of Offer Details:

· A premium listing on the Official List of the FCA and admission to trading on the main market for listed securities of the London Stock Exchange.

· Rubix is targeting a ratio of net debt (representing cash-pay debt excluding IFRS 16 capitalised leases) to pro forma Adjusted EBITDA from Ongoing Operations [1] (for last twelve months) of approximately 2.0 to 2.5 times upon completion of the proposed IPO. In connection with this, the primary offer of new Shares is expected to raise proceeds equivalent to approximately €850 million. The Offer may also include the sale of existing Shares by certain current shareholders.

· The Offer would be a targeted offering to institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act").

· Immediately following Admission, the Company would have a free float of at least 25% of issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices. In addition, it is expected that up to a further 15% of the Offer will be made available pursuant to an over-allotment option.

· In connection with the Offer, each of the Company, its directors and existing shareholders are expected to agree to customary lock-up arrangements restricting the disposal of Shares for a period of time following Admission.

· Any additional details in relation to the Offer, together with any changes to corporate governance arrangements, will be disclosed in the Prospectus.

· Rubix has engaged Goldman Sachs International ("Goldman Sachs"), Morgan Stanley & Co. International plc ("Morgan Stanley") and Barclays Bank PLC ("Barclays") as Joint Global Coordinators, and BNP Paribas ("BNP Paribas") and Jefferies International Limited ("Jefferies") as Joint Bookrunners. N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as Financial Adviser to Rubix.

 

 

Enquiries:

Tulchan (Public Relations adviser to Rubix)

Martin Robinson / Harry Cameron

+44 (0)2073534200

 

Joint Global Coordinators

 

Goldman Sachs (Joint Sponsor)

Richard Cormack / John Wilkinson / Eduard van Wyk / Louise Courtney / Franziska Schulte

+44 (0)207 774 1000

 

Morgan Stanley (Joint Sponsor)

Martin Thorneycroft / Gwen Billon / Angus Millar / Duncan Williamson / Emma Whitehouse

+44 (0)207 425 8000

 

Barclays

Tom Johnson / Richard Probert / Lawrence Jamieson / Rob Mayhew / Anjaneya Shiroor

+44 (0)207 623 2323

 

Financial Adviser

 

Rothschild & Co

Aadeesh Aggarwal / Peter Nicklin / Shannon Nicholls / Manasa Madhvan

+44 (0)207 280 5000

 

Joint Bookrunners

 

BNP PARIBAS

+44 (0)207 595 2000

 

Jefferies

+44 (0)207 029 8000

 

 

IMPORTANT LEGAL INFORMATION

 

The contents of this announcement, which has been prepared by and are the sole responsibility of Rubix, has been jointly approved by Goldman Sachs International ("Goldman Sachs") and Morgan Stanley & Co. International plc ("Morgan Stanley") solely for the purposes of Section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

 

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Each of Goldman Sachs, Morgan Stanley and Barclays Bank PLC ("Barclays") are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom. BNP PARIBAS ("BNP PARIBAS"), is supervised by the European Central Bank (the "ECB") and the Autorité de Contrôle Prudentiel et de Résolution (the "ACPR") (and BNP Paribas' London Branch is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA). Jefferies International Limited ("Jefferies" and together with BNP Paribas, Goldman Sachs, Morgan Stanley and Barclays, the "Banks") and N.M.Rothschild & Sons Limited (the "Financial Adviser") are authorised and regulated by the FCA in the United Kingdom. The Banks and the Financial Adviser are acting exclusively for the Company and no one else in connection with the Offer and will not regard any other person(s) (whether or not a recipient of this announcement) as their respective clients 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 any transaction, matter, or arrangement referred to in this announcement to be published in connection with the Offer.

 

In the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"). In the United Kingdom, this announcement and the Offer are only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (A) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (B) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to as "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa. This announcement is not an offer of securities for sale into the United States, Australia, Canada, Japan or South Africa. The securities referred to herein 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. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from 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. No public offering of the securities referred to herein is being made in the United States.

 

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Rubix and its subsidiaries and its investments, including, among other things, the development of its business, trends in its operating environment, and future capital expenditures and acquisitions. The forward-looking statements in this announcement speak only as at the date of this announcement. These statements reflect the beliefs of Rubix's directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by Rubix's directors and information currently available to Rubix. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of Rubix, the Banks, the Financial Adviser nor any member of the Group, nor any of their respective affiliates or their respective directors, officers, employees, agents and/or advisors, nor any other person(s) accepts any responsibility for the accuracy or fairness of the opinions expressed in this announcement or the underlying assumptions. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made by Rubix, the Banks and/or the Financial Adviser that any forward-looking statement will come to pass. No-one of Rubix, the Banks and/or the Financial Adviser undertake to update, supplement, amend or revise any forward-looking statements. You are therefore cautioned not to place any undue reliance on forward-looking statements.

 

Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

 

The Company may decide not to go ahead with the possible Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

 

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; or (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

 

Neither the Banks, the Financial Adviser nor any of their respective affiliates and/or any of their or their affiliates' respective directors, officers, employees, advisers and/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 this announcement) and/or any other information relating to Group and/or its 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.

 

In connection with the withdrawal of the United Kingdom from the European Union, the Banks and the Financial Adviser may, at their respective discretion, undertake their respective obligations in connection with the potential Offer through any of their respective affiliates based in the EEA.

 

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

 

For the avoidance of doubt, the contents of Rubix's website, including the websites of Rubix's business units, are not incorporated by reference into, and do not form part of, this announcement.

 

 

[1]   Representing Rubix's profit or loss before depreciation and amortisation, finance income and finance expense, income tax, acquisition related costs, accruals for holiday pay and exceptional items, excluding also Adjusted EBITDA of certain businesses or operations that Rubix disposed of, discontinued, or is in the process of disposing.

 

 

 

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