J.P. Morgan Securities PLC. Proposed secondary placing in Airtel Africa plc (9631F)
25 March 2022 - 3:44AM
UK Regulatory
TIDMAAF
RNS Number : 9631F
J.P. Morgan Securities PLC.
24 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT
Press Release, 24 March 2022
Proposed secondary placing of shares in Airtel Africa plc
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), has been appointed by Singapore Telecom International
Pte Ltd (the "Selling Shareholder") to sell approximately 55
million ordinary shares in Airtel Africa plc ("Airtel Africa" or
the "Company") (the "Placing Shares"), representing approximately
1.5 per cent. of the Company's issued ordinary share capital.
The price per Placing Share will be determined through an
accelerated bookbuild process. The bookbuild process will commence
with immediate effect following this announcement and may close at
any time at short notice. A further announcement will be made
following the completion of the bookbuild and pricing of the
Placing. The Placing is subject to demand, price and market
conditions.
The Selling Shareholder will be locked up in respect of its
residual holding for a period of 90 days post settlement of the
Placing, subject to waiver by J.P. Morgan Cazenove.
J.P. Morgan Cazenove is acting as sole bookrunner in relation to
the Placing.
Airtel Africa will not receive any proceeds from the
Placing.
Enquiries:
J.P. Morgan Cazenove
Achintya Mangla
Aloke Gupte +44 207 742 4000
IMPORTANT NOTICE
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions), Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
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 is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the Selling Shareholder or J.P. Morgan Cazenove that would
permit an offering of the Placing Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and, subject to certain exemptions, may not be
offered or sold in the United States (as defined in Regulation S
under the Securities Act). Neither this document nor the
information contained herein constitutes or forms part of an offer
to sell or the solicitation of an offer to buy securities in the
United States. There will be no public offer of any securities in
the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") (each, a
"Relevant Member State"), this announcement and any offer if made
subsequently is directed exclusively at persons who are 'qualified
investors' within the meaning of the Prospectus Regulation
("Qualified Investors"). For these purposes, the expression
'Prospectus Regulation' means Regulation (EU) 2017/1129.
In the United Kingdom, this announcement is directed exclusively
at persons who are 'qualified investors' within the meaning of the
UK Prospectus Regulation and (i) who have professional experience
in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(A) to (D) of the Order, or (iii) to whom it may
otherwise lawfully be communicated (all such persons being referred
to as "Relevant Persons"). For these purposes, the expression 'UK
Prospectus Regulation' means Regulation (EU) 2017/1129 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018. In the United Kingdom, this announcement is
directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this document relates is available
in the United Kingdom only to Relevant Persons and will be engaged
in only with Relevant Persons.
In connection with any offering of the Placing Shares, J.P.
Morgan Cazenove and any of its affiliates acting as an investor for
their own account may take up as a proprietary position any Placing
Shares and in that capacity may retain, purchase or sell for their
own account such Placing Shares. In addition, they may enter into
financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of
Placing Shares. They do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
J.P. Morgan Cazenove is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting on behalf of the Selling
Shareholder and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for
providing advice in relation to any offering of the Placing Shares.
J.P. Morgan Cazenove will not regard any other person as its client
in relation to the offering of the Placing Shares.
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END
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