TIDMJUST
RNS Number : 3206B
Numis Securities Limited
09 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
RESULTS OF PLACING OF 50 MILLION ORDINARY SHARES IN JUST GROUP
PLC (THE "COMPANY" OR "JUST GROUP") BY AVALLUX S.À R.L. BEING AN
ENTITY CONTROLLED BY THE PERMIRA FUNDS ("PERMIRA")
9 January 2018
Further to the announcement released on 8 January 2018 in
relation to a proposed placing of ordinary shares in Just Group by
Permira (the "Seller"), the Seller announces that it has sold an
aggregate of 50 million ordinary shares in Just Group (the Placing
Shares") at a price of 157 pence per share (the "Placing"). The
Placing Shares represent approximately 5.3% of the Company's issued
share capital.
The Placing was conducted through an accelerated bookbuild.
Numis Securities Limited ("Numis") acted as Sole Bookrunner for the
Seller in connection with the Placing. The proceeds of the Placing
are payable in cash on usual settlement terms, and closing of the
Placing is expected to occur on a T+2 basis on 11 January 2018.
Following completion of the Placing, Permira will continue to
hold 166,057,001 ordinary shares in the Company, representing
approximately 17.7% of the issued share capital of the Company.
These shares are subject to a lock-up which ends 60 days after
completion of the Placing (subject to waiver by Numis and to
certain exceptions).
The Company will not receive any proceeds from the Placing.
The Placing Shares were sold on behalf of Permira which is
wholly owned by limited partnerships and other entities which
together constitute the Permira IV Fund.
Contacts / Enquiries
Numis
Charles Farquhar / Jamie Loughborough / Jonathan +44 (0)20 7260
Abbott 1000
Important Notice
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 AMENDMENTS THERETO, INCLUDING DIRECTIVE
2010/73/EU) 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 OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (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 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 securities referred to herein 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 or of Canada,
Australia, South Africa or Japan. Such securities 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
otherwise 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 such securities in the United States or in any other
jurisdiction.
The securities referred to herein 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 Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
This announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities may be made in
Australia except to a person who is (i) either a "sophisticated
investor" within the meaning of section 708(8) of the Corporations
Act or a "professional investor" within the meaning of section 9
and section 708(11) of the Corporations Act; and (ii) a "wholesale
client" for the purposes of section 761G(7) of the Corporations Act
(and related regulations) who has complied with all relevant
requirements in this respect. No securities may be offered for sale
(or transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing 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
the Seller and Numis or any of their respective affiliates.
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, Australia, South Africa or Japan. 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 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.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller, Numis or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Seller and Numis to inform themselves about and to observe any
applicable restrictions.
Numis, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting for the Seller in
connection with the Placing and no-one else in connection with the
Placing. It will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Seller for providing the protections offered to the
clients of Numis nor for providing advice in relation to the
Placing or any matters referred to in this announcement.
Numis and any of its affiliates acting as an investor for its
own account may participate in the offering on a proprietary basis
and in that capacity may retain, purchase or sell for their own
account 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. Numis 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 document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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