Barclays Bank PLC Proposed placing in IntegraFin Holdings plc (8909K)
September 06 2021 - 11:56AM
UK Regulatory
TIDM78MM TIDMIHP
RNS Number : 8909K
Barclays Bank PLC
06 September 2021
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF
THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA,
JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PRESS RELEASE
United Kingdom, 6 September 2021
Accelerated bookbuilt offering of approximately 3.5 million
existing ordinary shares in IntegraFin Holdings plc
Michael Howard (the "Vendor") is selling approximately 3.5
million existing ordinary shares of IntegraFin Holdings plc
("IntegraFin" or the "Company") corresponding to approximately 1.1%
of the outstanding ordinary share capital of the Company. The sale
will be undertaken via an accelerated bookbuilt offering to
institutional investors (the "Offering").
The sale was instructed, primarily, to enable Michael Howard to
further fund a charitable foundation and also for diversification
purposes. Michael Howard continues to be a director of the Company
and his working relationship with the group is unchanged.
IntegraFin will not receive any proceeds from the Offering.
Barclays Bank PLC ("Barclays") is acting as Global Coordinator
and Bookrunner for the Offering. Bookbuilding will commence
immediately. The right is reserved to close the books at any time.
The sale price of the shares and the final size of the Offering
will be determined after the books have closed.
Following completion of the Offering, the Vendor will own
approximately 7.8% of the outstanding ordinary share capital of the
Company. This residual shareholding will be subject to a 180 day
lock-up undertaking.
Enquiries:
Barclays +44 (0)20 7623 2323
Lawrence Jamieson
Ben Newmark
Dominic Harper
Disclaimer
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT
BE, REGISTRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO
REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR
TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO
QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT).
NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED
IN CONNECTION WITH THE OFFERING. ANY INVESTMENT DECISION TO
PURCHASE SECURITIES IN THE OFFERING MUST BE BASED SOLELY ON THE
BASIS OF ALL PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS
NOT THE RESPONSIBILITY OF, AND HAS NOT BEEN INDEPENDENTLY VERIFIED
BY BARCLAYS OR ANY OF ITS AFFILIATES. THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT
PURPORT TO BE FULL OR COMPLETE.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THIS OFFERING. THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED
AT, PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)E OF THE
PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) ("QUALIFIED
INVESTORS").
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT,
QUALIFIED INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS 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) HIGH NET WORTH ENTITIES
FALLING WITHIN ARTICLE 49(2) OF THE ORDER, OR (III) ARE "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(1)(E) OF THE UK VERSION OF THE
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 (IV) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE
COMMUNICATED ("RELEVANT PERSONS"). UNDER NO CIRCUMSTANCES SHOULD
PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS
OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE
ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.
BARCLAYS IS IN THE UK AUTHORISED BY THE PRUDENTIAL REGULATORY
AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE
PRUDENTIAL REGULATORY AUTHORITY. BARCLAYS IS ACTING FOR EQUINITI
FINANCIAL SERVICES LIMITED ("SELLER") AND FOR NO-ONE ELSE IN
CONNECTION WITH THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE
OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO
CUSTOMERS OF BARCLAYS OR FOR AFFORDING ADVICE IN RELATION TO THE
OFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY OFFERING,
ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
BARCLAYS MAY PARTICIPATE IN THE OFFERING ON A PROPRIETARY BASIS.
BARCLAYS 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.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY BARCLAYS ON BEHALF OF THE
VENDOR AND IS THE SOLE RESPONSIBILITY OF THE VENDOR NONE OF
BARCLAYS AND ITS AFFILIATESACCEPTS ANY RESPONSIBILITY WHATSOEVER
AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR
THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY,
COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR
PURPORTED TO BE MADE BY THE VENDOR, OR ON THE VENDOR'S BEHALF OR ON
BARCLAYS', BEHALF, IN CONNECTION WITH THE VENDOR OR THE
TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED
UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO
THE PAST OR FUTURE PERFORMANCE. BARCLAYSACCORDINGLY DISCLAIMS TO
THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH IT
MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH
STATEMENT.
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END
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September 06, 2021 11:56 ET (15:56 GMT)
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