TIDMPODP
RNS Number : 7768R
Pod Point Group Holdings PLC
09 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRERCTLY 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.
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 ordinary shares (the "Shares")
referred to in this announcement except solely on the basis of the
information contained in the prospectus (the "Prospectus"),
including the risk factors set out therein, published on 4 November
2021 by Pod Point Group Holdings plc (the "Company", and its
subsidiaries and subsidiary undertakings, the "Group" or "Pod
Point") in connection with the offer of Shares in the Company and
the admission of such Shares to the premium listing segment of the
Official List of the Financial Conduct Authority (the "Official
List") and to trading on the main market of London Stock Exchange
plc ("Admission"). A copy of the Prospectus published by the
Company is available for inspection on Pod Point's website at
https://investors.pod-point.com/ , subject to certain access
restrictions.
9 November 2021
Pod Point Group Holdings plc
Admission to Trading on the London Stock Exchange
Further to the announcement on 4 November 2021 in connection
with its initial public offering (the "Offer"), Pod Point Group
Holdings plc announces that its entire issued ordinary share
capital, consisting of 153,403,537 Shares, has today been admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the London Stock
Exchange's main market for listed securities under the ticker
"PODP".
Enquiries:
Tulchan (Public Relations adviser to Pod Point)
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
Important legal information
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
this announcement constitute or form part of any invitation to
engage in investment activity. No reliance may be placed by any
person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. The
contents of this announcement are not to be construed as legal,
financial or tax advice.
This announcement and the information contained herein is not
for publication or distribution, directly or indirectly, in or into
the 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, securities to any person in any jurisdiction, including
Australia, Canada, Japan or the United States (including its
territories or 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, sold or resold 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 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, sold or resold 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 was no, and will be no, public
offer of the Shares referred to herein in the United States,
Australia, Canada, Japan 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 be lawfully 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.
Any subscription or purchase of Shares in the Offer should be
made solely on the basis of information contained in the Prospectus
which has been issued by 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 set out in the Prospectus. 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.
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 the
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 contained in this
announcement whether as a result of new information, future
developments or otherwise.
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 proposed Offer. They will not
regard any other person as their respective clients in relation to
the proposed 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
proposed 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 Financial Conduct Authority (the
"FCA") in the United Kingdom. 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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