TIDMPODP
RNS Number : 3386R
Pod Point Group Holdings PLC
04 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES 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 (the
"FCA") and is not a prospectus nor an offer of shares for sale in
any jurisdiction, including in or into Australia, Canada, Japan or
the United States.
Neither this announcement, nor anything contained 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 or purchase any shares referred to in this
announcement except solely on the basis of the information
contained in a prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including
the risk factors set out therein, expected to be published by Pod
Point Group Holdings plc (the "Company", and together with its
subsidiaries and subsidiary undertakings, the "Group" or "Pod
Point") in connection with the offer of ordinary shares in the
capital of the Company (the "Shares") and the proposed 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. A copy of the Prospectus will, following publication, be
available for inspection on the Company's website at
www.investors.pod-point.com, subject to certain access
restrictions
04 November 2021
Pod Point Group Holdings plc
Announcement of Offer Price
Following the intention to float announcement on 18 October
2021, Pod Point today announces the successful pricing of its
initial public offering (the "Offer") at 225 pence per Share (the
"Offer Price"). Based on the Offer Price, Pod Point's market
capitalisation will be approximately GBP352[1] million at the
commencement of conditional dealings on the main market of the
London Stock Exchange.
[1] Includes the impact of vested and unvested IPO share
awards.
Erik Fairbairn, CEO of Pod Point Group Holdings plc, said:
"I founded Pod Point in 2009 with a mission to make travel which
does not damage the earth. Today, we are taking another great step
towards making this dream a reality.
I am extremely proud of and grateful to the whole Pod Point team
for getting us this far. I have no doubt that Pod Point will play a
major part in the UK's transition to electric vehicles.
I am also thankful to the new investors who have decided to
support Pod Point and our vision. With their backing and the
continued support of our existing shareholders, I know we can
achieve our goal of a Pod Point everywhere you park."
Offer highlights
-- The Offer Price has been set at 225 pence per Share.
-- Pod Point's total market capitalisation at the commencement
of conditional dealings on the main market of London Stock Exchange
will be approximately GBP352[2] million based on the Offer
Price.
-- The Offer is comprised of 44,315,828 new Shares to be issued
by the Company to raise gross proceeds of approximately GBP100
million.
-- In addition, a further 4,431,583 existing Shares in the
Company are being made available by EDF Energy Customers Limited
("EECL"), a subsidiary of Électricité de France S.A. ("EDF") and
Legal & General Capital Investments Limited pursuant to the
over-allotment option, which, if exercised in full, would increase
the number of shares in public hands to 48,747,411 Shares in total
and approximately 32 per cent. of Pod Point's issued share
capital.
-- EECL intends to subscribe for approximately GBP15.0 million
of new Shares to be issued by the Company and Erik Fairbairn
intends to subscribe for approximately GBP4.0 million of new Shares
to be issued by the Company, in each case at the Offer Price
(outside the Offer).
-- Certain individuals, including the proposed Directors of Pod
Point, intend to apply for or acquire new Shares at the Offer Price
(outside the Offer) in the amount of approximately GBP1.3 million
in the aggregate.
-- Immediately following Admission, the Company's issued share
capital will be 153,403,537 Shares.
-- Full details of the Offer will be included in the Prospectus.
[2] Includes the impact of vested and unvested IPO share
awards.
Admission and dealings
-- Conditional dealings in Pod Point Shares are expected to
commence on the London Stock Exchange at 08:00 am (UK time) on 4
November 2021 under the ticker "PODP". Investors should note that
only those 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 London Stock Exchange, and the commencement of unconditional
dealings is expected to take place at 08:00 am (UK time) on 9
November 2021.
-- Full details of the Offer will be included in the Prospectus,
which is expected to be published later today and will be available
on the Company's investor relations website at
https://investors.pod-point.com, subject to certain access
restrictions.
Further information
-- The Company, EECL and LGCIL will be subject to a 180 day
lock-up from the date of Admission. The Directors will be subject
to a 360 day lock-up from the date of Admission. The lock-up
restrictions are certain to certain customary exceptions and may
otherwise only be waived with the prior written consent of the
Joint Global Co-ordinators.
-- Subject to Admission and satisfying the appropriate criteria,
the Company expects to be eligible for inclusion in the UK's FTSE
Indices and to qualify for the London Stock Exchange's Green
Economy Mark.
Enquiries
Tulchan (Public Relations adviser to Pod Point Group Holdings
plc)
James Macey White/ Mark Burgess/ Matt Low/ Laura Marshall /
Arthur Rogers
+44 (0)20 7353 4200 / PodPoint@tulchangroup.com
Sponsor, Joint Global Co-ordinator, Joint Bookrunner and
Financial Adviser
Barclays
Iain Smedley / Neal West / Sucharita Dasa / Chris Madderson
+44 (0)20 7623 2323
Joint Global Co-ordinator and Joint Bookrunner
BofA Securities
Patrick de Loe / Jerome Renard / Cara Griffiths / Jean
Riviere
+44 (0)20 7628 1000
Joint Bookrunner
Numis
Garry Levin / Andrew Coates
+44 (0)20 7260 1000
The contents of this announcement, which has been prepared by
and this sole responsibility of the Company, has been approved by
Barclays Bank PLC 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 Australia, Canada, Japan or the
United States (including its territories and possessions, any State
of the United States and the District of Columbia) 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, Shares to any person in Australia, Canada, Japan or the
United States (including its territories and possessions, any State
of the United States and the District of Columbia) or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. Any shares 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 to
qualified institutional buyers as defined in, and in reliance on,
Rule 144A under the Securities Act or pursuant to another exemption
from, or in a transaction 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 Australia, Canada, Japan,
the United States or elsewhere.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) (i) are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order
2005, as amended (the "Order") and/or (ii) fall within Article
49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time
be, satisfied); and (B) are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation (Regulation
(EU) 2017/1129) as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018; and (C) persons to whom it
may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons").
In the European Economic Area (the "EEA"), this announcement is
addressed only to and directed only at, persons in member states
who are "qualified investors" within the meaning of Article 2(e) of
the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified
Investors").
This announcement must not be acted on 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 is available only to: (i) in the United
Kingdom, Relevant Persons; and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such
persons.
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. These statements
reflect beliefs of the Directors (including based on their
expectations arising from pursuit of the Group's strategy) as well
as assumptions made by the Directors and information currently
available to the Group. Although the Directors consider that these
beliefs and assumptions are reasonable, by their nature,
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
Group's actual financial condition, results of operations, cash
flows, liquidity or prospects to be materially different from any
future such metric expressed or implied by such statements. Past
performance cannot be relied upon as a guide to future performance
and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made.
No representation is made or will be made that any forward-looking
statements will come to pass or prove to be correct.
Any subscription or purchase of Shares in the Offer should be
made solely on the basis of information contained in the Prospectus
which is expected to be published the Company in connection with
the Offer. The information in this announcement is subject to
change. Before subscribing for or purchasing any Shares, persons
viewing this announcement should ensure that they fully understand
and accept the risks which will be set out in the Prospectus when
published. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. Neither this announcement, nor anything contained in
the Prospectus referred to herein, shall form the basis of or
constitute any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe 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.
The date of Admission may be influenced by a variety of factors
which include market conditions. The Company may decide not to go
ahead with the Offer and there is therefore no guarantee that
Admission will occur. You should not base any financial decision on
this announcement. Acquiring investments 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.
Neither this announcement, nor the Prospectus referred to herein,
constitutes a recommendation concerning the Offer. The value of
shares can decrease as well as increase. Potential investors should
consult a professional adviser as to the suitability of the 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.
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 Group ascertained
the underlying economic assumptions relied upon therein.
For the avoidance of doubt, the contents of the Company's
website are not incorporated by reference into, and do not form
part of, this announcement.
Each of the Company, Barclays Bank PLC ("Barclays"), Merrill
Lynch International ("BofA Securities"), Numis Securities Limited
("Numis" and, together with Barclays and BofA Securities, the
"Banks") and their respective affiliates, as defined under Rule
501(b) of Regulation D under the Securities Act ("affiliates"),
expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement or any other information
contained in this announcement whether as a result of new
information, future developments or otherwise, except to the extent
required by applicable law.
None of the Banks or any of their respective affiliates or any
of their or their 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 Company, its subsidiaries or associated companies,
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.
Each of the Banks is acting exclusively for the Company and no
one else in connection with the Offer. They will not regard any
other person as their respective clients in relation to the Offer
and will not be responsible to anyone other than the Company, for
providing the protections afforded to their respective 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.
Each of Barclays and BofA Securities is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the PRA and the FCA. Numis is authorised and
regulated in the United Kingdom by the FCA.
In connection with the Offer, the Banks and any of their
respective 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 their 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 the Banks and any of their respective affiliates acting
in such capacity. In addition, the Banks and any of their
respective 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. None of the Banks nor any of their respective
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.
In connection with the Offer, BofA Securities, as stabilisation
manager, or any of its agents, may (but will be under no obligation
to), to the extent permitted by applicable law, over-allot Shares
or effect other transactions with a view to supporting the market
price of the Shares at a level higher than that which might
otherwise prevail in the open market. BofA Securities is not
required to enter into such transactions and such transactions may
be effected on any stock market, over-the-counter market, stock
exchange or otherwise and may be undertaken at any time during the
period commencing on the date of commencement of conditional
dealings of the Shares on the London Stock Exchange and ending no
later than 30 calendar days thereafter. However, there will be no
obligation on BofA Securities or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the Shares above the Offer Price. Save as required by law or
regulation, neither BofA Securities nor any of its agents intends
to disclose the extent of any overallotments made and/or
stabilisation transactions conducted in relation to the Offer. In
connection with the Offer, BofA Securities, as stabilisation
manager, may, for stabilisation purposes, over-allot Shares up to a
maximum of 10% of the total number of Shares comprised in the
Offer. For the purposes of allowing it to cover short positions
resulting from any such over-allotments and/or from sales of Shares
effected by it during the stabilisation period, BofA Securities
will enter into over-allotment arrangements with certain existing
shareholders pursuant to which BofA Securities may purchase or
procure purchasers for additional Shares up to a maximum of 10% of
the total number of Shares comprised in the Offer (the
"Over-Allotment Shares") at the Offer Price. The over-allotment
arrangements will be exercisable in whole or in part, upon notice
by BofA Securities, at any time on or before the
30(th) calendar day after the commencement of conditional
trading of the Shares on the London Stock Exchange. Any
Over-Allotment Shares made available pursuant to the over-allotment
arrangements, including for all dividends and other distributions
declared, made or paid on the Shares, will be purchased on the same
terms and conditions as the Shares being issued or sold in the
Offer and will form a single class for all purposes with the other
Shares.
Information to Distributors
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 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 defined in the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for
the purposes of the UK Product Governance Requirements) 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 an 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 any
contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Global Co-ordinators 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 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 Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Shares and determining
appropriate distribution channels.
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END
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