TIDM33JE TIDMALFA
RNS Number : 3680S
Barclays Bank PLC
09 March 2023
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 OF THIS ANNOUNCEMENT.
COMPLETION OF ACCELERATED BOOKBUILD OFFERING OF 16 MILLION
EXISTING ORDINARY SHARES IN ALFA FINANCIAL SOFTWARE HOLDINGS PLC
("ALFA" OR THE "COMPANY")
9 MARCH, 2023
Further to the announcement on 8 March 2023, CHP Software and
Consulting Limited (the "Seller") announces that it has completed
the sale of 16 million ordinary shares in Alfa at a price of
GBP1.35 per share (the "Offering"), raising gross proceeds of
approximately GBP22 million. Alfa is not party to the Offering and
will not receive any proceeds from the Offering.
Following the Offering, Andrew Page's indirect shareholding is
162,818,036 shares, representing approximately 54.92% of the issued
share capital of Alfa.
The Seller has undertaken that, following completion of the
Placing, it will not dispose of further shares in the Company for a
period of at least 90 days, subject to customary exceptions.
Allocations will be confirmed today, 9 March 2023, for
settlement on 13 March 2023.
Barclays Bank PLC, acting through its investment bank
("Barclays"), Investec Bank PLC ("Investec") and Panmure Gordon
(UK) Limited ("Panmure Gordon") acted as Joint Global Coordinators
and Bookrunners for the Offering.
Enquiries:
Barclays +44 (0)20 7623 2323
Joint Global Co-ordinator and Joint Bookrunner
Dominic Harper
Casey Bandman
Investec +44 (0)20 7597 5692
Joint Global Co-ordinator and Joint Bookrunner
Patrick Robb
Virginia Bull
Panmure Gordon +44 (0)20 7886 2500
Joint Global Co-ordinator and Joint Bookrunner
Rupert Dearden
James Sinclair-Ford
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 IN SUCH MEMBER STATE WITHIN THE MEANING OF THE PROSPECTUS
REGULATION (REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS
REGULATION")); AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS IN SUCH MEMBER STATE WITHIN THE MEANING OF THE
PROSPECTUS REGULATION as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (THE "UK PROSPECTUS
REGULATION") 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 AMED) (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.
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, Barclays, Investec, Panmure Gordon 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, Barclays, Investec,
Panmure Gordon 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, Barclays, Investec
and Panmure Gordon to inform themselves about and to observe any
applicable restrictions.
Barclays, which 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 the Seller in connection with the Placing and will not be
responsible to anyone other than the Seller for providing the
protections offered to the clients of Barclays nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Investec, which 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 the Seller in connection with the Placing and will not be
responsible to anyone other than the Seller for providing the
protections offered to the clients of Investec nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Panmure Gordon, 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 will not be responsible
to anyone other than the Seller for providing the protections
offered to the clients of Panmure Gordon nor for providing advice
in relation to the Placing or any matters referred to in this
announcement.
Barclays, Investec, Panmure Gordon and any of their respective
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.
None of Barclays, Investec or Panmure Gordon intends 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 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
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END
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