TIDMBYIT
RNS Number : 3063I
Bytes Technology Group PLC
11 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and not a prospectus and not an offer of securities for
sale in any jurisdiction, including in or into the United States,
Australia, Canada or Japan.
Neither this announcement, nor anything contained herein, nor
anything contained in the Prospectus referred to herein shall form
the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
subscribe for any ordinary shares (the "Shares") referred to in
this announcement except solely on the basis of the information
contained in the combined price range prospectus and pre-listing
statement (together with any supplementary prospectus, if relevant,
the "Prospectus"), including the risk factors set out therein,
published by Bytes Technology Group plc (the "Company" or "Bytes
Technology Group", and together with Bytes Technology Limited
("Bytes UK") and its subsidiary undertakings, or in the event of
and following the proposed demerger of Bytes UK (the "Demerger"),
the Company and its subsidiary undertakings, including Bytes UK,
the "Bytes Group") on 1 December 2020 in connection with the offer
of Shares in the Company and the admission of such Shares to the
premium listing segment of the Official List of the FCA and to
trading on the Main Market of London Stock Exchange plc (the "LSE")
and on the Main Board of the Johannesburg Stock Exchange (the
"JSE") by way of a secondary inward listing.
FOR IMMEDIATE RELEASE
11 December 2020
Bytes Technology Group plc
Announcement of Offer Price
Offer Price set at 270 pence per Share
Following its announcements on 1 December 2020 of the offer
price range and publication of the Prospectus, Bytes Technology
Group today announces the successful pricing of the oversubscribed
Initial Public Offering (the "IPO" or the "Offer") of its Shares at
270 pence per Share (the "Offer Price"). The Offer Price values the
Company at approximately GBP646.6 million.
Neil Murphy, Chief Executive Officer, commented
"It gives us great pleasure to welcome our new shareholders to
the business. We believe listing as a standalone group gives us a
tremendous platform to deliver on the strong growth opportunities
we see in our markets. We are delighted by the level of interest
shown by potential investors and are looking forward to this
exciting next stage for Bytes Technology Group."
Offer Highlights
-- The Offer Price has been set at 270 pence per Share.
-- The Offer comprises 130,516,140 New Shares, representing
54.5% of the Company's issued share capital immediately following
Admission.
-- The Offer will raise total gross proceeds of approximately GBP352.4 million.
-- On the basis of the Offer Price, the market capitalisation of
the Company at the commencement of conditional dealings will be
approximately GBP646.6 million and the issued share capital of the
Company will be 239,482,333 Shares immediately following
Admission.
-- The Company intends to use the entire gross proceeds it
receives from the Offer to (i) pay the Demerger Stamp Duty and IPO
Expenses; and (ii) satisfy the cash amounts due to Altron and
Altron Ordinary Shareholders in connection with the Demerger. No
net proceeds will be retained by the Company.
Admission and Dealings
-- Conditional dealings in the Shares are expected to commence
at 8.00 am (UK time) on the LSE on 11 December 2020 under the
ticker "BYIT". Investors should note that only investors who
applied for, and were allocated, Shares in the Offer will be able
to deal in the Shares on a conditional basis.
-- Admission 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 and on the Main Board of the JSE by way of a secondary
inward listing and the commencement of unconditional dealings is
expected to take place on the LSE at 8.00 a.m. (UK time) on 17
December 2020 and on the JSE under the symbol "BYI" at 10.00 a.m.
(Johannesburg time) on 17 December 2020.
-- All dealings in the Shares before the commencement of
unconditional dealings will be of no effect if Admission does not
take place and such dealings will be at the sole risk of the
parties concerned.
-- The pricing statement relating to the Offer will be published
(subject to certain access restrictions) on the Company's website
at www.bytesplc.com .
Further information
-- It is expected that, following Admission, the Company will be
eligible for inclusion in the FTSE UK indices.
-- Numis Securities Limited ("Numis") is acting as Sole Sponsor,
Financial Adviser, Sole Global Co-Ordinator and Sole
Bookrunner.
Enquiries:
Bytes Technology Group plc Tel: +44 (0)1372 418
500
Neil Murphy, Chief Executive Officer
Keith Richardson, Chief Financial Officer
Numis Securities Limited (Sole Sponsor, Tel: +44 (0) 20 7260
Financial Adviser, 1000
Sole Global Co-Ordinator and Sole Bookrunner)
Simon Willis
Matt Lewis
Jonathan Abbott
Hugo Rubinstein
William Wickham
Headland Consultancy (financial PR Tel: +44 (0) 20 3805 4822
advisor to Bytes Technology Group)
Stephen Malthouse
Lucy Legh
Henry Wallers
Jack Gault
About Bytes Technology Group plc
The Bytes Group is one of the UK's leading providers of IT
software offerings and solutions, with a focus on cloud and
security products. The Bytes Group enables effective and
cost-efficient technology sourcing, adoption and management across
software services, including in the areas of security and cloud. It
aims to deliver the latest technology to a diverse and embedded
non-consumer customer base and has a long track record of
delivering strong financial performance.
Terms not defined herein shall have the same meaning as given to
them in the Prospectus.
Important Legal Information
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, has been approved by
Numis solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 (as amended).
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any 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.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, securities to any person in the United States (including
its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Japan or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. Any securities referred to herein may not be offered or
sold in the United States unless registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), except
pursuant to a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. The offer and sale
of Shares referred to herein has not been and will not be
registered under the Securities Act or under the applicable
securities laws of Australia, Canada or Japan. Subject to certain
exceptions, the Shares referred to herein may not be offered or
sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada
or Japan. There will be no public offer of the Shares in the United
States, Australia, Canada, Japan or elsewhere.
This announcement and the Offer is, and will be, directed at:
(A) if in member states of the European Economic Area (the "EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended)
("Qualified Investors"); and (B) if in the United Kingdom,
Qualified Investors who are: (i) investment professionals having
professional experience in matters relating to investments falling
under Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order;
or (C) other persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (B) and (C) together
being "Relevant Persons"). This announcement must not be acted or
relied on (i) in the United Kingdom, by persons who are not
Relevant Persons and (ii) in any member state of the EEA, by
persons who are not Qualified Investors. Any investment or
investment activity to which this announcement relates will be
available only to Relevant Persons in the United Kingdom and
Qualified Investors in any member state of the EEA other than the
United Kingdom and will be engaged in only with such
persons.
This announcement does not constitute an offer for the sale of
or subscription for, or the solicitation of an offer to buy and
subscribe for, securities to the public as defined in the South
African Companies Act, 2008 (the "SA Companies Act") and will not
be distributed to any person in South Africa in any manner which
could be construed as an offer to the public in terms of Chapter 4
of the SA Companies Act. These materials do not, nor are they
intended to, constitute a prospectus prepared and registered under
the SA Companies Act. Nothing in these materials should be viewed,
or construed, as "advice" as that term is used in the Financial
Markets Act, 2012 ("FMA") and/or the Financial Advisory and
Intermediary Services Act, 2001 ("FAIS").
This announcement and the Offer is and will only be addressed to
and is and will only be directed at persons in South Africa who
fall within one of the categories listed in section 96(1)(a) and/or
(b) of the SA Companies Act.
Any offer and sale of the Shares in Canada will be made on a
private placement basis only and will be exempt from the
requirement that the Company prepares and files a prospectus under
applicable Canadian securities laws. No offer and sale of Shares is
or will be made in Canada, except to persons who are: (a) a
"accredited investor" within the meaning of Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the
Securities Act (Ontario), as applicable, and is either purchasing
the Shares as principal for its own account, or is deemed to be
purchasing the Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Shares as an accredited investor under NI 45-106; (c) a "permitted
client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant
Obligations of the Canadian Securities Administrators; and (d)
entitled under applicable Canadian securities laws to purchase the
Shares without the benefit of a prospectus under such securities
laws.
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 Bytes Group'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 Bytes Group's business, results of
operations, financial position, liquidity, prospects, growth and
strategies. Forward-looking statements speak only as of the date
they are made. No representation or warranty is made that any
forward-looking statement will come to pass.
Each of the Company, Numis and their respective affiliates as
defined under Rule 501(b) of Regulation D of the Securities Act
("affiliates"), directors, officers, employees, advisers and
agents, 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.
Any subscription of Shares in the Offer should be made solely on
the basis of information contained in the Prospectus. The
information in this announcement is subject to change. Before
subscribing for any Shares, persons viewing this announcement
should ensure that they fully understand and accept the risks set
out in the Prospectus. No reliance may be placed for any purpose on
the information contained in this announcement or its accuracy or
completeness. This announcement shall not form the basis of or
constitute any offer or invitation to sell or issue, or any
solicitation of any offer to for any Shares or any other securities
nor shall it (or any part of it) or the fact of its distribution,
form the basis of, or be relied on in connection with, any contract
therefor.
You should not base your financial decision on this
announcement. Acquiring securities to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making investments
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning a possible offer. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of a possible offer for
the person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, financial, accounting or legal advice; (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
Neither Numis nor any of its affiliates nor any of its or its
affiliates' directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Bytes Group,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith.
Numis is acting exclusively for the Company and no one else in
connection with the Offer. Numis will not regard any other person
as its client in relation to the Offer and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to
the Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein. Numis is authorised
and regulated by the FCA in the United Kingdom.
Unless otherwise indicated, market, industry and competitive
position data are estimates (and accordingly, approximate) and
should be treated with caution. Such information has not been
audited or independently verified, nor has the Bytes Group
ascertained the underlying economic assumptions relied upon
therein.
In connection with the Offer, Numis and any of its affiliates,
may take up a portion of the Shares as a principal position and in
that capacity may retain, purchase, sell, offer to sell or
otherwise deal for its own accounts in such Shares and other
securities of the Company or related investments in connection with
the Offer or otherwise. Accordingly, references in the Prospectus
to the 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 Numis
and any of its affiliates acting in such capacity. In addition,
Numis and any of its affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which they may from time to time
acquire, hold or dispose of Shares. Neither Numis nor any of its
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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 Shares have been subject to a product approval process, which
has determined that the 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 Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and
investment in the 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 Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
For the avoidance of doubt, the contents of the Bytes Group's
website are not incorporated by reference into, and does not form
part of, this announcement.
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