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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