TIDMPODP
RNS Number : 3387R
Merrill Lynch International
04 November 2021
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN
WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL
4 November 2021
Pod Point Group Holdings plc Pre-Stabilisation Period Notice
Merrill Lynch International hereby gives notice that it, and its
affiliates, may stabilise the offer of the following securities in
accordance with the relevant provisions of Regulation (EU) No
596/2014 (Market Abuse Regulation) and Commission Delegated
Regulation (EU) 2016/1052, in each case as it forms part of
retained EU law by virtue of the European Union (Withdrawal) Act
2018. Stabilisation transactions aim at supporting the market price
of the Securities during the Stabilisation Period. Stabilisation
may not necessarily occur and it may cease at any time.
Securities:
Issuer: Pod Point Group Holdings plc (the "Issuer")
==========================================================
Securities Ordinary shares of GBP0.001 each in the capital of
to be stabilised: the Issuer (ISIN: GB00BNDRD100) (the "Shares")
==========================================================
Offering 44,315,828 Shares (excluding the over-allotment option)
size:
==========================================================
Offer price: 225 pence per Share
==========================================================
Stabilisation:
Stabilisation Merrill Lynch International, 2 King Edward Street,
London, EC1A 1HQ
Manager: Contact: Andrew Briscoe; Telephone: +44 207 995 3700
==================================================================
Stabilisation 4 November 2021
Period expected
to start
on:
==================================================================
Stabilisation 3 December 2021
Period expected
to end no
later than:
==================================================================
Stabilisation London Stock Exchange - Main Market
trading venue:
==================================================================
Maximum size The Stabilising Manager may over-allot the securities
and conditions to the extent permitted in accordance with applicable
of use of law, up to the maximum size of 4,431,583 Shares
over--allotment
facility:
==================================================================
Over-allotment Option:
Terms: In connection with the offering (the "Offer"), Merrill
Lynch International (as Stabilising Manager), or any
of its agents, may (but will be under no obligation
to), to the extent permitted by applicable law and
for stabilisation purposes, over-allot Shares up to
a total of 10% of the total number of Shares included
in the Offer or effect other transactions with a view
to supporting the market price of the Shares or any
options, warrants or rights with respect thereto,
or other interest in the Shares or other securities
of the Company, in each case at a higher level than
that which might otherwise prevail in the open market.
The Stabilising Manager is not required to enter into
such transactions and such transactions may be effected
on any securities market, over-the-counter market,
stock exchange or otherwise and may be undertaken
at any time during the period commencing on the date
of the conditional dealings in the Shares on the London
Stock Exchange and ending no later than 30 calendar
days thereafter. Stabilisation transactions aim at
supporting the market price of the securities during
the stabilisation period. Such stabilisation, if commenced,
may be discontinued at any time without prior notice.
If such stabilisation occurs, it will be undertaken
at the London Stock Exchange. However, there will
be no obligation on the Stabilising Manager or any
of its agents to effect stabilising transactions and
there is no assurance that stabilising transactions
will be undertaken. In no event will measures be taken
to stabilise the market price of the Shares above
the Offer Price. Except as required by law or regulation,
neither the Stabilising Manager nor any of its agents
intends to disclose the extent of any over-allotments
made and/or stabilising transactions conducted in
relation to the Offer.
For the purposes of allowing the Stabilising Manager
to cover short positions resulting from any such over-allotment
and/or from sales of Shares effected by it
during the stabilisation period, the Stabilising Manager
has been granted an over- allotment option (the "Over-allotment
Option"), pursuant to which it may purchase, or procure
purchasers for, Shares (representing up to 10%) of
the total number of Shares included in the Offer)
at the Offer Price (the "Over-allotment Shares").
The Over-allotment Option may be exercised in whole
or in part upon notice by the Stabilising Manager
at any time on or before the 30th calendar day after
the commencement of conditional dealings in the Shares
on the London Stock Exchange. Any Over-allotment Shares
made available pursuant to the Over- allotment Option
will be made available on the same terms and conditions
as Shares being offered or sold pursuant to the Offer,
will rank pari passu in all respects with all other
Shares (including with respect to pre-emption rights)
and will form a single class with all other Shares
for all purposes, including with respect to voting
and for all dividends and distributions thereafter
declared, made or paid on the ordinary share capital
of the Company.
=================================================================
Duration: The Over-allotment Option may be exercised in whole
or in part at any time during the Stabilisation Period.
=================================================================
In connection with the offer of the above securities, the
Stabilising Manager, or any of its agents, may over-allot the
securities or effect transactions with a view to supporting the
market price of the securities during the stabilisation period at a
level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur and any stabilising action,
if begun, may cease at any time. Any stabilising action or
over--allotment shall be conducted in accordance with all
applicable laws and rules.
This announcement is for information purposes only and does not
constitute an invitation or offer to underwrite, subscribe for or
otherwise acquire or dispose of any securities of the Issuer in any
jurisdiction.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States
of America (the "United States"), Australia, Canada, Japan or any
other jurisdiction where such release, publication or distribution
would be unlawful. This announcement does not contain or
constitute, or form part of, an offer to sell, or a solicitation of
an offer to purchase, any securities in the United States,
Australia, Canada, Japan or any other jurisdiction where such an
offer would be unlawful.
The securities discussed herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States. The
securities may not be offered, sold, resold, transferred or
delivered, directly or indirectly, 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. No public offering of the
securities discussed herein is being made in the United States. The
securities referred to herein have not been registered under the
applicable securities laws of Australia, Canada or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada or Japan or to any national, resident or citizen
of Australia, Canada or Japan. The release, publication or
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,
such restrictions.
This announcement is only addressed to and directed at specific
addressees who: (A) if in member states of the European Economic
Area (the "EEA"), are persons who are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) ("Qualified Investors"); and (B) if in the United Kingdom,
are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) as it forms part of retained
EU law by virtue of the European Union (Withdrawal) Act 2018 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 (the "Order"); or
(ii) high net worth entities falling within Article 49(2) (a) to
(d) of the Order; or (C) are 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 activity to
which this announcement relates (i) in the United Kingdom is
available only to, and may be engaged in only with, Relevant
Persons; and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.
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END
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