TIDMASC
RNS Number : 7280A
ASOS PLC
25 May 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF ASOS PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
For immediate release
25 May 2023
ASOS plc
("ASOS" or the "Company")
Retail Offer via PrimaryBid
ASOS, the global online fashion platform, today announces a
conditional retail offer of new ordinary shares in the capital of
the Company (the "Retail Offer Shares") via PrimaryBid (the "Retail
Offer") at an issue price of 418.1 pence per Retail Offer Share
(the "Issue Price"), representing the closing price of the shares
on 25 May 2023.
As separately announced today, the Company is also conducting a
fully underwritten non-pre-emptive placing of new ordinary shares
(the "Placing Shares") at the Issue Price through an accelerated
bookbuilding process (the "Placing"). The price at which the
Placing Shares are to be placed is equal to the Issue Price for the
Retail Offer.
Reason for the Retail Offer
The Company values its retail investor base and is therefore
pleased to provide retail investors with the opportunity to
participate in the Retail Offer alongside other investors in line
with the Pre-emption Group guidelines. After consideration of the
various options available to it, the Company believes that the
separate Retail Offer, which will give retail investors the
opportunity to participate in the Company's equity fundraising
alongside the Placing, is in the best interests of shareholders, as
well as wider stakeholders of the Company.
The Company will use the proceeds raised to support the changes
to its operating model designed to return the business to
sustainable profitability and cash generation in H2 FY23 and beyond
(the "Driving Change agenda") as set out alongside its FY22
results, as part of the refinancing of its existing debt. The
proceeds are not intended to be used for any acquisition or
specified capital investment.
Details of the Retail Offer
Existing shareholders and new investors can access the Retail
Offer through PrimaryBid's website and on PrimaryBid's app .
Investors may also be able to take part through PrimaryBid's
extensive partner network of investment platforms, retail brokers
and wealth managers, subject to their participation. Applications
for Retail Offer Shares through these partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as GIAs.
The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
The Retail Offer will open to investors resident and physically
located in the United Kingdom following the release of this
Announcement. The Retail Offer is expected to close at 3.00 p.m.
(London time) on 26 May 2023 and may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP250 per investor
under the terms of the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
Investors who apply for Retail Offer Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is important to note that, once an
application for Retail Offer Shares has been made and accepted via
PrimaryBid, that application is irrevocable and cannot be
withdrawn.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription does not exceed GBP5
million equivalent. Accordingly, the Company is not required to
publish (and has not published) a prospectus in connection with the
Retail Offer as it falls within the exemption set out in sections
86(1)(e) and 86(4) of FSMA. The Retail Offer is only being made in
the United Kingdom and is not being made into any jurisdiction
where it would be unlawful to do so.
Investors wishing to apply for Retail Offer Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of the process and
any relevant fees or charges.
The Retail Offer Shares will, when issued, be free of all liens,
charges and encumbrances, and rank pari passu in all respects with
the Placing Shares to be issued pursuant to the Placing and the
Company's existing ordinary shares of 3.5 pence each.
Application will be made for the Retail Offer Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the Main Market for
listed securities of the London Stock Exchange plc (together,
"Admission").
Settlement for the Retail Offer Shares and Admission is expected
to take place at or around 8.00 a.m. (London time) on 31 May 2023.
The Retail Offer is conditional, among other things, upon Admission
becoming effective and the placing agreement entered into by the
Company in connection with the Placing not being terminated in
accordance with its terms.
For further information on PrimaryBid or the Retail Offer visit
www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com
. The terms and conditions on which the Retail Offer is made,
including the procedure for application and payment for Retail
Offer Shares, are available to all persons who register with
PrimaryBid.
Brokers wishing to offer their customers access to the Retail
Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
ASOS plc
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 020 7756 1000
PrimaryBid Limited enquiries@primarybid.com
Nick Smith
James Deal
Important notices
The Retail Offer is offered under the exemptions from the need
for a prospectus allowed under the FCA 's Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the Financial Conduct Authority (as competent authority
under Regulation (EU) 2017/1129 as it forms part of retained EU law
as defined in the European Union (Withdrawal) Act 2018).
The Retail Offer is not being made into the United States,
Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into 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.
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.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the Retail Offer Shares if they are in any doubt.
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END
IOESEWFMIEDSEII
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May 25, 2023 12:58 ET (16:58 GMT)
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