TIDMASC
RNS Number : 1460J
ASOS PLC
08 April 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
8 April 2020
ASOS plc
("ASOS" or the "Company")
Results of Placing
ASOS announces the successful completion of the non-pre-emptive
placing of ordinary shares in the capital of the Company announced
yesterday (the "Placing").
A total of 15,805,943 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by J.P. Morgan
Securities plc, which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC"), Numis
Securities Limited ("Numis" together with JPMC, the "Joint Global
Coordinators"), Barclays Bank PLC ("Barclays"), BNP Paribas ("BNP
Paribas") and HSBC Bank plc ("HSBC") together with the Joint Global
Coordinators acting as joint bookrunners (together, the "Managers")
, raising gross proceeds of approximately GBP247 million. Placing
Shares have been issued at a price of 1,560 pence per Placing Share
(the "Placing Price"). The Placing Shares being issued represent,
in aggregate, approximately 18.8 per cent. of ASOS's issued
ordinary share capital prior to the Placing.
The Placing Price of 1,560 pence represents a slight premium to
the closing share price of 1,559.5 pence on 7 April 2020.
An application has been made to the London Stock Exchange for
the admission of the Placing Shares to be admitted to trading on
the Alternative Investment Market ("Admission"). Settlement for the
Placing and Admission is expected to take place on or before 8:00
a.m. on 14 April 2020. The Placing is conditional, inter alia, upon
Admission becoming effective and the placing agreement becoming
unconditional and not being terminated. Once Admission occurs, the
Placing will have been successfully completed.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing ordinary shares of 3.5 pence
in the capital of the Company, including, without limitation, the
right to receive all future dividends and distributions declared,
made or paid after the date of issue of the Placing Shares.
ASOS does not currently hold any shares in treasury and,
therefore, following Admission, the total number of shares in issue
in the Company will be 99,764,802.
ASOS consulted with its major shareholders prior to the Placing
and approximately 95% of the Placing Shares have been allocated to
ASOS's existing shareholders. This includes a pro rata allocation
to ASOS's largest shareholder, Bestseller United A/S, the
co-ordination and placing obligations in respect of which are being
undertaken by Numis.
Director and executive management participation in the
Placing
The following directors and executive management of the Company
and their close associates have agreed to subscribe for the number
of Placing Shares opposite his/her name as set out below:
Number of Placing
Name Shares
--------------- ------------------
Adam Crozier 12,820
Ian Dyson 3,205
Mai Fyfield 2,000
Karen Geary 641
Luke Jensen 4,000
Nick Beighton 6,410
Mat Dunn 3,205
Robert Birge 3,846
Sarah Holland 6,410
--------------- ------------------
The person responsible for releasing this announcement is Anna
Suchopar (General Counsel and Company Secretary).
For further information:
ASOS plc Tel: 020 7756
1000
Nick Beighton, Chief Executive Officer
Mat Dunn, Chief Financial Officer
Alison Lygo, Director of Investor Relations
& Treasury
Website: www.ASOSplc.com/investors
JPMorgan Cazenove (Nominated Adviser, Joint Global Tel: 020 7742
Coordinator and Joint Corporate Broker) 4000
Michael Wentworth-Stanley / Bill Hutchings / Christopher
Wood
Numis Securities (Joint Global Coordinator and Tel: 020 7260
Joint Corporate Broker) 1000
Alex Ham / Luke Bordewich / Jamie Loughborough
/ Tom Jacob
Headland Consultancy Tel: 020 3805
4822
Susanna Voyle / Stephen Malthouse / Fay Rajaratnam
IMPORTANT NOTICES
This announcement and the information contained in it (the
"Announcement") is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan
or South Africa or any other jurisdiction in which publication,
release or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company inthe United
States, Australia, Canada, Japan or South Africa or any other state
or jurisdiction. This Announcement has not been approved by the
London Stock Exchange. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
The Placing Shares 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 and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
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. The Placing Shares have not been
approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the Placing Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, South Africa or to, or for
the account or benefit of, any national, resident or citizen of the
United States, Australia, Canada, Japan, the Republic of South
Africa .
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state
(the "Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended ("FSMA")
does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated; (all such persons together being referred to
as "relevant persons"). This Announcement and the terms and
conditions set out herein must not be acted on or relied on by
persons who are not relevant persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
and the terms and conditions set out herein relates is available
only to relevant persons and will be engaged in only with relevant
persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Managers, or by any of its or their respective affiliates or agents
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
The Managers are each authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential
Regulatory Authority and the Financial Conduct Authority (the
"FCA"). Each of the Managers is acting solely for the Company and
no one else in connection with the Placing 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 Placing and/or any other matter referred
to in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on the Managers by FSMA
or by the regulatory regime established under it, none of the
Managers nor any of their respective affiliates accepts any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Managers or any of
their respective affiliates in connection with the Company, the
Placing Shares or the Placing. The Managers and each of their
respective affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by the
Managers or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Managers or any of
their respective affiliates that would, or which is intended to,
permit an offering of the Placing Shares in any jurisdiction or
result in the possession or distribution of this Announcement or
any other offering or publicity material relating to Placing Shares
in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Managers to inform themselves about, and to
observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Managers.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Managers 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 MiFID II; 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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