THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS NOT AN OFFER
FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR
SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES.
PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
INTENTION TO SELL PART OF AJ BELL
PLC ("AJ BELL" OR THE "COMPANY") HOLDING
24 May 2024
Further to yesterday's announcement,
Andy Bell (the "Selling Shareholder"), subject to completion, has
sold in aggregate 7,500,000 ordinary shares in AJ Bell at a price
of 375 pence per share (the "Placing"), raising aggregate gross
proceeds of approximately £28.1 million.
The Placing was conducted through an
accelerated bookbuild. Deutsche Numis acted as sole bookrunner for
the Seller in connection with the Placing.
Following completion of the Placing,
Andy Bell will hold 77,305,271 ordinary shares in AJ Bell,
representing approximately 18.7% of the Company's issued share
capital.
The remainder of AJ Bell shares held
by the Selling Shareholder following the Placing will be subject to
a lock-up which ends 90 days after launch of the Placing (subject
to waiver by the Bookrunner and to certain customary
exceptions).
The trade date for the Placing will
be 24 May 2024 and settlement is expected to occur on a T+2 basis
on 29 May 2024.
The Company is not a party to the
Placing and will not receive any proceeds from the
Placing.
Contacts / Enquiries
Deutsche Numis
James Taylor / Jamie Loughborough /
William Baunton 0207 260 1000
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This announcement is not for
publication, distribution or release, directly or indirectly, in or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, any state of the United States and the District of
Columbia) (collectively, the "United States"), 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 Company or any
of its respective affiliates 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 Placing Shares have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. Accordingly, the Placing
Shares are being offered and sold by the Company only outside the
United States in "offshore transactions" (as such terms are defined
in Regulation S under the Securities Act ("Regulation S")) in
reliance on Regulation S under the Securities Act and otherwise in
accordance with applicable laws. There will be no public offer of
any securities in the United States.
The Placing Shares have not been
approved or disapproved by the U.S. Securities and Exchange
Commission, any state or other securities commission or other
regulatory authority in the United States, and none of the
foregoing authorities has passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
No prospectus, admission document or
offering document has been or will be prepared in connection with
the Placing. Any investment decision to buy securities in the
Placing must be made solely on the basis of publicly available
information. Such information is not the responsibility of and has
not been independently verified by the Seller, Deutsche Numis, or
any of their respective affiliates.
No reliance may be placed, for any
purposes whatsoever, on the information contained in this
announcement or on its completeness and this announcement should
not be considered a recommendation by the Company, the Seller,
Deutsche Numis, or any of their respective affiliates in relation
to any purchase of or subscription for securities of the Company.
No representation or warranty, express or implied, is given by or
on behalf of the Company, the Seller, Deutsche Numis, or any of
their respective directors, partners, officers, employees, advisers
or any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no
liability is accepted for any errors, omissions or inaccuracies in
such information or opinions.
Members of the public are not
eligible to take part in the Placing. This Announcement and the
information set out herein are for information purposes only and
are directed at and may only be communicated to (a) in the European
Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation
(EU) 2017/1129); and (b) in the United Kingdom, at "qualified
investors" within the meaning of Article 2(e) of the UK version of
Prospectus Regulation (Regulation (EU) 2017/1129) which forms part
of domestic law by virtue of the European Union (Withdrawal) Act
2018 who are also (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"), (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, or (iii) persons to whom
it may otherwise lawfully be communicated (all such persons
referred to in (a) and (b) together being referred to as "Relevant
Persons").
Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is
lawful to do so.
This announcement does not purport
to identify or suggest the risks (direct or indirect) which may be
associated with an investment in in the Company or its
shares.
This announcement includes
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
"intends", "expects", "will", or "may", 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 forward-looking statements include all matters
that are not historical facts and include statements regarding
intentions, beliefs or current expectations. No assurances can be
given that the forward-looking statements in this announcement will
be realised. As a result, no undue reliance should be placed on
these forward-looking statements as a prediction of actual events
or otherwise.
Deutsche Numis, which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting only for the Seller in connection with the
Placing and neither Deutsche Numis nor any of its affiliates will
be responsible to anyone other than the Seller for providing the
protections offered to the clients of Deutsche Numis, nor for
providing advice in relation to the Placing or any matters referred
to in this announcement, and apart from the responsibilities and
liabilities (if any) imposed on Deutsche Numis by the Financial
Services and Markets Act 2000, any liability therefor is expressly
disclaimed. Any other person in receipt of this announcement should
seek their own independent legal, investment and tax advice as they
see fit.
References to time in this
announcement are to London time, unless otherwise stated. All times
and dates in this announcement may be subject to
amendment.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.