This document is not for release, publication or distribution in or into the
United States, Canada, Australia or Japan
8 November 2005
New Star Asset Management Group PLC ("New Star") Announces Offer Price of 225
pence per Ordinary Share
New Star, one of the UK's leading independently owned asset management groups,
today announces the successful pricing of its initial public offering (the
"IPO") of its ordinary shares of 5 pence each (the "Ordinary Shares").
* The offer price has been set at 225 pence per Ordinary Share (the "Offer
Price")
* Based upon the Offer Price, the market capitalisation of New Star at the
commencement of conditional dealings will be approximately �704.0 million
* Conditional dealings are expected to commence on the London Stock Exchange
at 8:00 am today under the ticker symbol NSAM. It is expected that
admission of the ordinary shares to AIM will become effective, and that
unconditional dealings in ordinary shares on the London Stock Exchange will
commence, at 8:00 am on 11 November 2005. An AIM Admission Document is
expected to be published later today
* As part of the IPO, 46,025,288 Ordinary Shares are to be placed on behalf
of selling shareholders on the terms and conditions attached to this
announcement, representing 14.7 per cent. of the 312,869,560 million
ordinary shares in issue
* Following the IPO, New Star's directors, employees and their related
interests will, in aggregate, be interested in approximately 58.6 per cent.
of the Company's issued share capital
UBS Investment Bank is acting as nominated adviser, sole bookrunner and global
coordinator to New Star in relation to the IPO. Citigroup Global Markets U.K.
Equity Limited is acting as joint lead manager. Goldman Sachs International,
HSBC Bank plc and Putnam Lovell NBF Securities, Inc. are also acting as joint
financial advisers.
John Duffield, Executive Chairman of New Star, today commented:
"Our IPO received an excellent response from major investing institutions. We
look forward to achieving the best possible returns for our investment clients
and our shareholders."
Enquiries:
Hudson Sandler +44 20 7796 4133
Michael Sandler
Nick Lyon
UBS Investment Bank +44 20 7567 8000
Jim Renwick
John Humphrey
Jos Trusted
UBS Limited ("UBS" or "UBS Investment Bank") is acting as nominated adviser,
sole bookrunner, global coordinator and as joint lead manager, joint financial
adviser and joint broker to New Star in connection with the IPO. Citigroup
Global Markets U.K. Equity Limited is acting as joint lead manager, joint
financial adviser and joint broker to New Star in connection with the IPO.
Goldman Sachs International, HSBC Bank plc and Putnam Lovell NBF Securities,
Inc. are each acting as joint financial advisers to New Star in connection with
the IPO.
UBS is acting exclusively for New Star in relation to the IPO and no one else
and will not be responsible to anyone other than New Star for providing the
protections afforded to clients of UBS nor for providing advice in relation to
the contents of this announcement or any other matter.
Citigroup Global Markets U.K. Equity Limited, Goldman Sachs International, HSBC
Bank plc and Putnam Lovell NBF Securities, Inc., each of which is authorised
and regulated by the Financial Services Authority, are each acting exclusively
for New Star and are not acting on behalf of any recipient or reader of this
announcement, and will not be responsible to anyone other than New Star for
providing the protections afforded to clients of Citigroup Global Markets U.K.
Equity Limited, Goldman Sachs International, HSBC Bank plc or Putnam Lovell NBF
Securities, Inc. as the case may be, or for providing advice in relation to the
contents of this announcement or any other matter.
This announcement, with the exception of the terms and conditions attached,
does not constitute or form part of any offer of securities, or constitute a
solicitation of any offer to purchase or subscribe for securities, and any
acquisition of or application for shares in the IPO shall only be made on the
basis of information contained in the admission document in connection with the
IPO of today's date, and any supplement or amendment thereto.
This announcement is not for publication or distribution to persons in the
United States of America, its territories or possessions or to any US person
(within the meaning of Regulation S under the US Securities Act of 1933, as
amended). Neither this announcement nor any copy of it may be taken or
transmitted into Australia, Canada or Japan or to Canadian persons or to any
securities analyst or other person in any of those jurisdictions. Any failure
to comply with this restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities law. The distribution of this
announcement in other jurisdictions may be restricted by law and persons into
whose possession this announcement comes should inform themselves about, and
observe, any such restrictions.
The Ordinary Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, or under the securities legislation
of any state of the United States. The relevant clearances have not been, and
will not be, obtained from the Securities Commission of any province or
territory of Canada; no document in relation to the IPO has been, or will be,
lodged with, or registered by, the Australian Securities and Investments
Commission; and no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the IPO. Accordingly, subject to
certain exceptions, the Ordinary Share may not, directly or indirectly, be
offered or sold within the United States, Canada, Australia or Japan or offered
or sold to a US Person or resident of Canada, Australia or Japan.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "projects", "expects", "intends",
"may", "will", "seeks" 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. These forward-looking
statements include all matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
New Star's intentions, beliefs or current expectations concerning, amongst
other things, New Star's results of operations, financial condition, liquidity,
prospects, growth, strategies and the industry in which New Star and its
subsidiaries operate. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance. New Star's actual results of operations,
financial condition and liquidity, and the development of the business sector
in which the New Star and its subsidiaries operate, may differ materially from
those suggested by the forward-looking statements contained in this document.
In addition, even if New Star's results of operations, financial condition and
liquidity, and the development of the industry in which the New Star and its
subsidiaries operate, are consistent with the forward-looking statements
contained in this document, those results or developments may not be indicative
of results or developments in subsequent periods. Other than in accordance with
the New Star's obligations under the AIM Rules, New Star undertakes no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
The contents on this announcement, which have been prepared by New Star and are
the sole responsibility of New Star, have been approved solely for the purposes
of Section 21 of the Financial Services and Markets Act 2000 of the United
Kingdom by UBS of 1 Finsbury Avenue, London EC2M 2PP.
As a consequence of the way New Star structured acquisitions made in 2003 as
the purchase of rights to manage funds, New Star is currently unable to provide
a three year revenue earnings record in sufficient detail to comply with the
Listing Rules issued by the Financial Services Authority. As a consequence, New
Star is seeking admission to trading on AIM. Once sufficient time has elapsed
so that the Listing Rules can be complied with in this regard, New Star will
seek a listing on the Official List of the London Stock Exchange. This is
expected to be during 2007.
Terms and Conditions of the Placing
* Introduction
These terms and conditions apply in relation to the application by New Star to
London Stock Exchange plc for all of New Star's issued ordinary share capital
to be admitted to trading on AIM, a market of the London Stock Exchange ("
Admission") and the associated placing of the Placing Shares on behalf of
certain existing members (the "Selling Shareholders") (the "Placing").
These terms and conditions apply to persons making an offer to purchase Placing
Shares pursuant to the Placing and any person confirming agreement to purchase
Placing Shares on behalf of an Investor (as defined below).
Each person to whom these conditions apply, as described above, who confirms
his agreement to purchase Placing Shares under the Placing (each an "Investor"
and together the "Investors") hereby agrees with each of UBS, Citigroup Global
Markets U.K. Equity Limited, ("Citigroup" and UBS and Citigroup together the "
Underwriters"), New Star, the Selling Shareholders and New Star's registrar
(the "Registrar") to be bound by these terms and conditions as being the terms
and conditions upon which Placing Shares will be sold under the Placing. An
Investor shall, without limitation, become so bound if an Underwriter confirms
to such Investor (i) the Offer Price and (ii) its allocation.
* Agreement to Acquire Placing Shares
Conditional on (i) Admission occurring and becoming effective by 8.00 a.m. on
or prior to 11 November 2005 (or such later date as New Star and UBS (for
itself and on behalf of Citigroup) may agree (not being later than 18 November
2005)) and (ii) the confirmation mentioned under paragraph 1 above, the
Investor agrees to purchase from the Selling Shareholders, at the Offer Price,
the number of Placing Shares allocated to it under the Placing in accordance
with the terms and conditions set out in this announcement. Settlement of such
purchases shall be effected by the crediting of the numbers of Placing Shares
purchased to the CREST stock accounts of the Investors as notified by the
relevant Investors to the Underwriters or, if any Investor so requests, by the
despatch of a definitive share certificate in respect of the relevant Placing
Shares. To the fullest extent permitted by law, each Investor acknowledges and
agrees that it will not be entitled to exercise any remedy of rescission at any
time. This does not affect any other rights such Investor may have.
* Payment for Placing Shares
Each Investor undertakes to pay the Offer Price for the Placing Shares sold to
such Investor in such manner as shall be directed by the respective
Underwriter. Other than as a result of any breach of paragraph 4.10 below, no
Investor will be liable for any UK stamp duty and/or SDRT in respect of the
sale to such Investor of such Placing Shares.
In the event of any failure by an Investor to pay the Offer Price as so
directed by the respective Underwriter, the relevant Investor shall be deemed
hereby to have appointed such Underwriter or any nominee of such Underwriter to
sell (in one or more transactions) any or all of the Placing Shares in respect
of which payment shall not have been made as so directed and to have agreed to
indemnify on demand such Underwriter in respect of all costs, damages, losses,
expenses and liabilities incurred by such Underwriter arising out of or in
connection with such failure.
* Representations and Warranties
Upon becoming bound to purchase Placing Shares allocated to it under the
Placing, each Investor and, in the case of paragraphs 4.2, 4.10, and 4.12
below, any person acting on behalf of an Investor, is deemed to:
1. represent and warrant that, in agreeing to purchase Placing Shares under
the Placing, the Investor is relying only on the Admission Document and
further supplementary Admission Document (if any) issued by New Star, and
not on any other information or representation concerning New Star or the
Placing. Each Investor agrees that none of New Star, the Selling
Shareholders, the Registrar, the Underwriters or any of their respective
affiliates, officers or directors will have any liability for any such
other information or representation;
2. as regards a person who confirms to the relevant Underwriter on behalf of
any Investor an agreement to purchase Placing Shares and as regards the
Investor himself, save to the extent agreed with UBS, represent and warrant
that such persons are each qualified investors for the purposes of the
Financial Services and Markets Act 2000 (as amended);
3. in relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"),
each Investor represents and warrants to that with effect from and
including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") it has not made
and will not make an offer of any Placing Shares to the public in that
Relevant Member State, except that it may, with effect from and including
the Relevant Implementation Date, make an offer of any Placing Shares to
the public in that Relevant Member State at any time:
4.
1. to legal entities which are authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose
corporate purpose is solely to invest in securities;
2. to any legal entity which has two or more of (1) an average of at least
250 employees during the last financial year; (2) a total balance sheet
of more than Euro43,000,000 and (3) an annual net turnover of more than Euro
50,000,000, as shown in its last annual or consolidated accounts; or
3. in any other circumstances which do not require the publication by the
Issuer of a prospectus pursuant to Article 3 of the Prospectus
Directive, provided that Investor agrees that it has not and will not
make an offer of any Placing Shares in reliance or purported reliance
on Article 3(2)(b) without the prior consent of New Star and UBS.
For the purposes of this provision, the expression an "offer of any Placing
Shares to the public" in relation to any Placing Shares in any Relevant Member
State means the communication in any form and by any means of sufficient
information on the terms of the offer and any Placing Shares to be offered so
as to enable an investor to decide to purchase any Placing Shares, as the same
may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression "Prospectus Directive" means
Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.
4. represent and warrant that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in
relation to the purchase of the Placing Shares in, from or otherwise
involving the United Kingdom;
5. represent and warrant that it is entitled to purchase the Placing Shares
under the laws of all relevant jurisdictions which apply to it and that it
has fully observed such laws and obtained all such governmental and other
guarantees and other consents which may be required thereunder and complied
with all necessary formalities and none of the parties mentioned under
paragraph 4.1 above will infringe any laws as a result of such Investor's
agreement to purchase Placing Shares or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
purchase Placing Shares or under the Articles of Association of New Star
(the "Articles");
6. acknowledge that the Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or the applicable securities legislation of Australia,
Canada or Japan;
7. represent and warrant that:
8.
1. it is not, and at the time the Placing Shares are purchased, will not
be purchasing on behalf of a US Person (within the meaning of
Regulation S, defined below) or a citizen or resident of Australia,
Canada or Japan;
2. it is not situated in the United States (within the meaning of
Regulation S of the Securities Act of 1933 ("Regulation S")),
Australia, Canada or Japan;
3. it is purchasing the Placing Shares in an offshore transaction in
accordance with Regulation S;
8. acknowledge that the Placing Shares have not been approved or disapproved
by the United States Securities and Exchange Commission, any state
securities commission in the United States or any other United States
regulatory authority or any regulatory authority in any other jurisdiction;
9. acknowledge that the participation in the Placing is on the basis that for
the purposes of the Placing it is not and will not be a client or customer
either of the Underwriters and that neither of the Underwriters shall have
any fiduciary or other duties or responsibilities to it for providing
advice in relation to the Placing;
10. represent and warrant that the Investor is not, and is not applying as
nominee or agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and
clearance services);
11. represent and warrant that it has complied with its obligations relating to
money laundering under the Criminal Justice Act 1993 and the Money
Laundering Regulations (1993) and any equivalent applicable regulations in
any other jurisdiction outside the United Kingdom (the "Regulations") and,
if it is making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
12. in the case of a person who confirms to the relevant Underwriter on behalf
of any Investor an agreement to purchase Placing Shares, represent and
warrant that he has authority to do so on behalf of the Investor as
provided under paragraph 1 above and such person confirms that he is making
each representation and warranty set out in this paragraph 4 as agent for
those persons on whose behalf he is applying for Placing Shares;
13. if the Investor is a natural person, represent and warrant that such
Investor is not under the age of majority (18 years of age in the United
Kingdom) on the date of such Investor's agreement to purchase Placing
Shares under the Placing and will not be any such person on the date any
such Placing is accepted; and
14. acknowledge and understand that UBS, Citigroup, New Star, the Selling
Shareholders and the Registrar and others will rely upon the truth and
accuracy of the foregoing representations, warranties and acknowledgements.
5. Supply and Disclosure of Information
If any of the Underwriters, New Star, any of the Selling Shareholders and the
Registrar or any of their agents request any information about an Investor's
agreement to purchase Placing Shares, such Investor must promptly disclose it
to them.
* Miscellaneous
The rights and remedies of UBS, Citigroup, New Star, the Selling Shareholders
and the Registrar under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Each Investor who is a discretionary fund manager may be asked to disclose, in
writing or orally, to UBS the jurisdiction in which the funds are managed or
owned.
Any documents sent to Investors in connection with the purchase of the Placing
Shares will be sent at the Investor's risk. They may be sent by post to such
Investor at an addressed notified to UBS.
Each Investor agrees to be bound by the Articles (as amended from time to time)
once the Placing Shares which such Investor has agreed to purchase have been
transferred to such Investor.
The Contract to purchase Placing Shares and the appointments and authorities
mentioned herein will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of the parties mentioned
under paragraph 1 above, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters. This does not
prevent an action being taken against an Investor in any other jurisdiction.
In the case of a joint agreement to purchase Placing Shares, references to an "
Investor" in these terms and conditions are to each of such Investors and such
Investor's liability is joint and several.
The Underwriters, New Star and the Selling Shareholders expressly reserve the
right to modify the terms and conditions of the Placing at any time before an
Investor's agreement to purchase Placing Shares becomes binding in accordance
with paragraph 1 above.
END
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