TIDMASCL
RNS Number : 5278G
Ascential PLC
27 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, 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 SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
27 July 2021
For immediate release
Ascential plc
Results of Placing
Ascential ("Ascential" or the "Company") is pleased to announce
the successful completion of the placing of ordinary shares
announced on 26 July 2021 (the "Placing"), to raise gross proceeds
of approximately GBP153 million.
A total of 35,500,000 of new ordinary shares of GBP0.01 each in
the capital of the Company (the "Placing Shares") have been placed
by J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), and Numis Securities Limited ("Numis") (together the
"Joint Bookrunners" or the "Banks") at a price of 432 pence per
Placing Share (the "Placing Price").
The Placing Price of 432 pence represents a discount of 4.9 per
cent. to the closing share price of 454 pence on 26 July 2021. The
Placing Shares being issued together represent just under 9 per
cent. of the existing issued ordinary share capital of the Company
immediately prior to the Placing.
Applications will be made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the Placing Shares to the premium
listing segment of the Official List of the FCA and to trading on
the main market for listed securities of the LSE (together,
"Admission"). It is expected that Admission will become effective
on or before 8.00 a.m. on 29 July 2021. The Placing is conditional
upon, amongst other things, Admission becoming effective and upon
the placing agreement between the Joint Bookrunners and the Company
not being terminated in accordance with its terms.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other 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. The first 20,143,100 Placing Shares
will be issued under the non-pre-emptive authority granted at the
Company's most recent annual general meeting (the "2021 AGM") for
the purposes of an acquisition or specified capital investment,
with the remaining shares being issued under the general
non-pre-emptive authority granted at the 2021 AGM.
Pursuant to the Placing, Duncan Painter, CEO of the Company, has
agreed to subscribe for 333,825 Placing Shares, representing an
aggregate consideration of GBP1,442,124, Mandy Gradden, CFO of the
Company, has agreed to subscribe for 46,296 Placing Shares,
representing an aggregate consideration of GBP199,999, and Scott
Forbes, Chairman of the Company, has agreed to subscribe for 18,153
Placing Shares, representing an aggregate consideration of
GBP78,421.
Jupiter Fund Management Plc ("Jupiter") is a substantial
shareholder of the Company and a related party for the purpose of
the United Kingdom Listing Rules (the "Listing Rules"). Jupiter has
subscribed for 5,486,336 Placing Shares in the Placing, with a
value of approximately GBP23.7 million. Jupiter's participation in
the Placing constitutes a smaller related party transaction for the
purposes of Listing Rule 11.1.10R and this announcement is
therefore made in accordance with Listing Rule 11.1.10R(2)(c).
Following Admission, the total number of shares in issue in
Ascential will be 438,454,825. Therefore, following Admission, the
total number of voting shares in Ascential in issue will be
438,454,825. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
For further information,
please contact:
Ascential plc
+44 (0)20 7516
Duncan Painter Chief Executive Officer 5000
Mandy Gradden Chief Financial Officer
Rory Elliott Investor Relations
Director
Media enquiries
+44 (0)20 3727
Matt Dixon FTI Consulting LLP 1000
Jamie Ricketts
Edward Bridges
J.P. Morgan Cazenove (Joint Bookrunner and Corporate
Broker)
+44 (0)20 7742
Barry Meyers 4000
Mose Adigun
Will Holyoak
Numis (Joint Bookrunner and Corporate Broker)
+44 (0)20 7260
Nick Westlake 1000
Jamie Loughborough
William Baunton
About Ascential
Ascential delivers specialist information, analytics and
eCommerce optimisation platforms to the world's leading consumer
brands and their ecosystems. Our world-class businesses improve
performance and solve problems for our customers by delivering
immediately actionable information combined with visionary
longer-term thinking across Digital Commerce, Product Design and
Marketing. We also serve customers across Retail & Financial
Services.
With more than 2,000 employees across five continents, we
combine local expertise with a global footprint for clients in over
120 countries. Ascential is listed on the London Stock
Exchange.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful. No public offering of the securities referred to herein
is being made in any such jurisdiction or elsewhere.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold in the United States, 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. No
public offering of the Placing Shares is being made in the United
States. Subject to certain limited exceptions, the securities
referred to herein may not be offered or sold in the Restricted
Jurisdictions or to, or for the account or benefit of, any
national, resident or citizen of the Restricted Jurisdictions.
No action has been taken by the Company, J.P. Morgan Securities
plc (which conducts its UK investment banking activities as J.P.
Morgan Cazenove) ("J.P. Morgan Cazenove") or Numis Securities
Limited ("Numis") or any of their respective affiliates, or any of
its or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") that would, or
is intended to, permit an offer of the Placing Shares or possession
or distribution of this Announcement or any other publicity
material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement. The distribution
of this Announcement, and the Placing and/or the offer or sale of
the Placing Shares, may be restricted by law in certain
jurisdictions. 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 action. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do
so.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
This Announcement is directed at and is only being distributed
to: (a) if in a member state of the European Economic Area, persons
who are "qualified investors" within the meaning of Article 2 of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"); or (b) if
in the United Kingdom, persons who are "qualified investors" within
the meaning of Article 2 of the UK version of Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and
who (i) have professional experience in matters relating to
investments and who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) are persons who fall within Article 49(2)(a) to
(d) of the Order; and (c) persons to whom it may otherwise lawfully
be communicated (each such person in (a), (b) and (c), a "Relevant
Person"). No other person should act or rely on this Announcement
and persons distributing this Announcement must satisfy themselves
that it is lawful to do so. By accepting the terms of this
Announcement, you represent and agree that you are a Relevant
Person. 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 or the Placing relates is
available only to Relevant Persons, and will be engaged in only
with Relevant Persons.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred
to in this Announcement or the Placing and no such offering
document or prospectus is required (in accordance with the
Prospectus Regulation or UK Prospectus Regulation) to be
published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward--looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward--looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these
forward--looking statements. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control
or estimate precisely, such as changes in taxation or fiscal
policy, future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of governments
or governmental regulators, or other risk factors, such as changes
in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence,
on a global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, J.P.
Morgan Cazenove and Numis expressly disclaims any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise unless required to do so by applicable law or
regulation.
J.P. Morgan Cazenove is authorised by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the Financial Conduct Authority ("FCA"). Numis is authorised
and regulated in the United Kingdom by the FCA. Each of J.P. Morgan
Cazenove and Numis is acting exclusively for the Company and for no
one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of J.P. Morgan Cazenove or Numis (apart from the
responsibilities or liabilities that may be imposed by the
Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder) or by their respective
affiliates or any of their respective Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers or any other statement made or purported to be made by or
on behalf of J.P. Morgan Cazenove or Numis or any of their
respective affiliates or any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and
any responsibility and liability whether arising in tort, contract
or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by J.P. Morgan Cazenove or
Numis or any of their respective affiliates or any of their
respective Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed. The information in this Announcement is
subject to change.
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 Announcement, 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 a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. 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 Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the main
market for listed securities of the London Stock Exchange.
In connection with the Placing, J.P. Morgan Cazenove and Numis
and any of their respective affiliates or any of their respective
Representatives, acting as investors for their own account, may
take up a portion of the Placing Shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts or otherwise deal for their own
account in such Placing Shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, J.P. Morgan
Cazenove and Numis and any of their respective affiliates and their
respective Representatives acting in such capacity. In addition,
J.P. Morgan and Numis and any of their respective affiliates or
their respective Representatives may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors
in connection with which J.P. Morgan Cazenove and Numis and any
of their respective affiliates may from time to time acquire, hold
or dispose of shares. J.P. Morgan Cazenove and Numis do not intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Each of J.P. Morgan Cazenove and Numis and their respective
affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of business of
each of them with the Company and/or its affiliates for which they
would have received customary fees and commissions. Each of J.P.
Morgan Cazenove and Numis and their respective affiliates may
provide such services to the Company and/or its affiliates in the
future.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, 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
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares
are: (a) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (b) 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 Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing 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.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, J.P. Morgan
Cazenove and Numis will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A, respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing 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. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, J.P. Morgan Cazenove and Numis will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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