TIDMAUTO
RNS Number : 4331I
Auto Trader Group plc
01 April 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
1 April 2020
AUTO TRADER GROUP PLC
RESULTS OF PLACING
Auto Trader Group plc ("Auto Trader" or the "Company" or,
together with its subsidiaries, the "Group"), announces the
successful completion of the placing of ordinary shares announced
earlier today (the "Placing").
The Placing will raise gross proceeds of approximately GBP186
million for the Company. A total of 46,468,300 new ordinary shares
in the Company (the "Placing Shares") have been placed by BofA
Securities, the sole bookrunner, at a price of 400.0 pence per
Placing Share (the "Placing Price"), a discount of 8.9 per cent to
the closing share price of 439.1 pence on 31 March 2020 and a
premium of 0.9 per cent to the middle market price at the time at
which the Company and BofA Securities (as sole bookrunner) agreed
the Placing Price. The Placing Shares being issued represent
approximately 5% of the current issued ordinary share capital of
Auto Trader.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
in the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority (the "FCA") and to be admitted to
trading on the main market for listed securities of London Stock
Exchange plc (together, "Admission"). Settlement for the Placing
Shares and Admission is expected to take place on or before 8.00
a.m. on 3 April 2020. The Placing is conditional, among other
things, upon Admission becoming effective and the placing agreement
between the Company and BofA Securities (as sole bookrunner) not
being terminated in accordance with its terms.
Following Admission, the total number of shares in issue in the
Company will be 969,008,774. Auto Trader currently holds 4,090,996
shares in treasury, and, therefore, following Admission, the total
number of voting shares in Auto Trader in issue will be
964,917,778.
Funds and accounts under management by direct and indirect
investment management subsidiaries of BlackRock, Inc. ("BlackRock")
together constitute a related party for the purposes of Chapter 11
of the Listing Rules of the FCA (the "Listing Rules"). BlackRock
has committed to subscribe for 4,330,492 Placing Shares for a total
consideration of GBP17.3 million. This transaction constitutes a
smaller related party transaction under Listing Rule 11.1.10R. BofA
Securities, in accordance with Listing Rule 11.1.10R 2(b), has
confirmed to the Company that the terms of the proposed
participation by BlackRock in the Placing are fair and reasonable
as far as the shareholders of the Company are concerned. BlackRock
is expected to hold a total of 144,737,018 ordinary shares at
Admission, representing 14.9% of the Company's enlarged issued
ordinary share capital at Admission (assuming a total of 46,468,300
Placing Shares are issued pursuant to the Placing).
BofA Securities is acting as sole bookrunner and corporate
broker in connection with the Placing.
The person responsible for arranging release of this
Announcement on behalf of Auto Trader is Claire Baty.
For further information on the Announcement, please contact
Auto Trader Group plc: +44 (0) 161 669 9888
Nathan Coe, Chief Executive
Jamie Warner, Chief Financial Officer
BofA Securities: +44 (0) 20 7628 1000
Peter Luck
Richard Abel
Daniel Burton-Morgan
IMPORTANT NOTICE
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
Merrill Lynch International ("BofA Securities") or any of its
affiliates or agents (or any of its respective directors, officers,
employees or advisers) for the truth, accuracy or completeness of
the information contained in this Announcement (or whether any
information has been omitted from the Announcement), or any other
written, oral, visual or electronic information made available to
or publicly available (howsoever transmitted) to any interested
party or its advisers, or any other statement made or purported to
be made by or on behalf of BofA Securities or any of its affiliates
in connection with the Company, the Placing Shares or the Placing
and any responsibility therefor is expressly disclaimed. BofA
Securities and its respective affiliates accordingly disclaim all
and any liability, whether arising in tort, contract or otherwise
(save as referred to above) in respect of the use of this
Announcement, or any statements or other information contained (or
omitted) in this Announcement or otherwise arising in connection
therewith and no representation or warranty, express or implied, is
made by BofA Securities or any of its affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
No action has been taken by the Company or BofA Securities, 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 result in the 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. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult an independent
financial adviser.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO UNDERWRITE,
BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO
BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE PLACING SHARES OR
ANY OTHER SECURITY 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 OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE
UNLAWFUL. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED
STATES OR AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, AND SHOULD NOT BE
DISTRIBUTED, FORWARDED TO OR TRANSMITTED IN OR INTO ANY
JURISDICTION, WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL
SECURITIES LAWS OR REGULATIONS.
The Placing Shares have not been, and will not be, registered
under the U.S. 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
within the United States except pursuant to an applicable 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. There will be no public offering of the Placing
Shares in the United States.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been; and the Placing Shares have not been, and nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Canada, Australia, Japan or
South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Japan
or South Africa or to any investor located or resident in
Canada.
BofA Securities is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. BofA
Securities is acting as sole bookrunner and corporate broker for
the Company in connection with the Placing, will not regard any
other person as a client in relation to the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to their clients nor for providing advice to
any other person in relation to the Placing and/or any other matter
referred to in this Announcement. Neither BofA Securities, nor any
of its subsidiaries, branches or affiliates, nor any of its
directors, officers or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with
the Placing, this Announcement, any statement contained herein, or
otherwise.
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. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by BofA Securities.
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth or strategies.
Forward-looking statements speak only as of the date they are
made.
Each of the Company and BofA Securities and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
In connection with the Placing, BofA Securities and any of its
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, BofA Securities and any of its affiliates
acting in such capacity. In addition, BofA Securities and any of
its affiliates may enter into financing arrangements (including
swaps, warrants or contracts for differences) with investors in
connection with which BofA Securities and any of its affiliates may
from time to time acquire, hold or dispose of shares. BofA
Securities does 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.
The most recent Annual and Interim Reports of the Group and
other information about the Group are available on the Company
website at https:// plc.autotrader.co.uk/investors . Neither the
contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms
part of, this Announcement.
This Announcement does not constitute a recommendation
concerning the Placing.
Information to Distributors
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 "Target Market Assessment"). Notwithstanding the
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 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 Target Market
Assessment, BofA Securities will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the 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.
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
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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