TIDMATMA
RNS Number : 5862N
ATLAS Mara Limited
09 August 2017
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD
NOT SUBSCRIBE FOR SECURITIES REFERRED TO IN THIS ADVERTISEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS.
9 August 2017
ATLAS MARA LIMITED
Ex-entitlement date for the Open Offer
Atlas Mara Limited ("Atlas Mara" or the "Company") notifies
shareholders that 11 August, the Ex-entitlement date for the Open
Offer, is the last date by which shareholders need to own shares in
Atlas Mara in order to participate in the Placing and Open Offer
that commences on Monday 14 August 2017.
Below is the timetable of the principal events for the Firm
Placing and Placing and Open Offer:
2017
Record Date for the purposes of 8 August
mailing ("Mailing Date") entitlement
under the Open Offer for Certificate
Holders
Ex-entitlement date for the Open 11 August
Offer
Publication of the Prospectus and 11 August
posting of the Application Form
Basic Open Offer Entitlements and 14 August
Excess Basic Open Offer Entitlements
credited to stock accounts in CREST
of Qualifying CREST Shareholders
Latest recommended time and date 4.30 p.m.
for requesting withdrawal of Basic BST on 22
Open Offer Entitlements and Excess August
Basic Open Offer Entitlements from
CREST (i.e. if your Basic Open Offer
Entitlements and Excess Basic Open
Offer Entitlements are in CREST
and you wish to convert them into
certificated form)
Latest recommended time and date 3.00 p.m.
for depositing Basic Open Offer BST on 23
Entitlements and Excess Basic Open August
Offer Entitlements into CREST (i.e.
if your Basic Open Offer Entitlements
and Excess Basic Open Offer Entitlements
are represented by an Application
Form and you wish to convert them
to uncertificated form)
Latest time and date for splitting 3.00 p.m.
Application Forms (to satisfy bona BST on
fide market claims) 24 August
Latest time and date for receipt 11.00 a.m.
of completed Application Forms and BST on 29
payment in full under the Open Offer August
or settlement of relevant CREST
instructions (as appropriate)
Results of Firm Placing and Placing 30 August
and Open Offer to be announced through
a Regulatory Information Service
Dealings in New Ordinary Shares, by 8.00
fully paid, to commence on the London a.m. BST
Stock Exchange on 31 August
New Ordinary Shares credited to 31 August
CREST stock accounts (uncertificated
holders only)
Despatch of definitive share certificates by no later
for the New Ordinary Shares in certificated than
form (to Qualifying Non-CREST Shareholders 8 September
only)
Each of the times and dates in the table above is indicative
only and may be subject to change, in which event details of the
new times and dates will be notified to the UK Listing Authority,
the London Stock Exchange and, where appropriate, to Shareholders.
Capitalised terms in this announcement are as defined in the
Circular, published on 30 June 2017, unless the context otherwise
requires.
Atlas Mara expects to report a net profit after tax for the
first six months of 2017 in line with management's expectations for
2017 with both revenues higher and costs lower than in the
comparable period of 2016. We remain on track to meet the full year
guidance of targeting reported earnings for 2017 of more than
double the level achieved in 2016 as provided to the market in
March 2017. Atlas Mara will announce its 2017 half-year results to
the market on 7 September 2017.
For further information please contact:
Investors
John-Paul Crutchley +971 4 275 6000
Kojo Dufu, +1 212 883 4330
Media
Teneo Blue Rubicon, + +44 20 3757 9231
Anthony Silverman
Financial Advisers
Citigroup Global Markets Limited is acting as Financial Adviser
and Corporate Broker to the Company.
Citigroup
+44 (0) 20 7986 4000
Jean Lafontaine
Peter Brown
Vimal Bhogaita
About Atlas Mara
Atlas Mara Limited (ATMA.L) is a financial services institution
listed on the London Stock Exchange. Its vision is to create
sub-Saharan Africa's premier financial services institution through
organic and inorganic growth by combining the best of global
institutional knowledge with extensive local insights. With a
presence in seven sub-Saharan countries, Atlas Mara aims to be a
positive disruptive force in the markets in which we operate by
leveraging technology to provide innovative and differentiated
product offerings, excellent customer service and accelerate
financial inclusion in the countries in which the Company operates.
For more information, visit www.atlasmara.com.
This announcement has been issued by and is the sole
responsibility of Atlas Mara Limited.
This announcement is not the Prospectus or an extract from, a
summary or an abridged version of the Prospectus but an
advertisement and is for information purposes only and does not
constitute or form part of any offer of, or invitation to purchase
or subscribe for, or any solicitation to purchase or subscribe for
New Ordinary Shares or to take up any entitlements to New Ordinary
Shares in any jurisdiction in which such an offer or solicitation
is unlawful. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus, when published. This
announcement cannot be relied upon for any investment contract or
decision.
A copy of the Prospectus, when published, will be available from
the registered office of the Company and on the Company's website
(http://atlasmara.com). Neither the content of Atlas Mara's website
nor any website accessible by hyperlinks on Atlas Mara's website is
incorporated in, or forms part of, this announcement. The
Prospectus will give further details of the New Ordinary Shares
being offered pursuant to the equity offering. The application
forms are expected to be despatched on or around the date the
Prospectus is published.
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority, is acting
exclusively for the Company and for no one else in connection with
the contents of this announcement, the Bond Issue and the equity
offering, and will not be responsible to any person for providing
the protections afforded to clients of Citigroup Global Markets
Limited nor for providing the protections afforded to clients of
Citigroup Global Markets Limited nor for providing advice in
connection with the contents of this announcement, the Bond Issue
and the equity offering or any transaction, arrangement or other
matter referred to in this announcement.
Save for the responsibilities and liabilities, if any, of
Citigroup Global Markets Limited under the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder,
Citigroup Global Markets Limited assumes no responsibility
whatsoever and make no representations or warranties, express or
implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by the Company, or on
the Company's behalf, or by Citigroup Global Markets Limited or on
Citigroup Global Markets Limited's behalf and nothing contained in
this document is, or shall be, relied on as a promise or
representation in this respect, whether as to the past or the
future, in connection with the Company, the New Ordinary Shares,
the Bond Issue or the equity offering. Citigroup Global Markets
Limited accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability whatsoever arising in
tort, contract or otherwise which it might otherwise be found to
have in respect of this announcement or any such statement.
There will be no public offer of New Ordinary Shares in the
United States, Canada, Australia, Japan or South Africa, or any
other jurisdiction in which such offer solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction. This
announcement does not constitute or form part of an offer or
solicitation to purchase or subscribe for securities of the Company
in the United States, Canada, Australia, Japan or South Africa or
any other such jurisdiction.
The information contained in this announcement is not for
release, publication or distribution, whether in whole or in part
and whether directly or indirectly, to persons in the United
States, Australia, Japan or South Africa, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
Securities laws of certain jurisdictions may restrict the
Company's ability to allow participation by certain Shareholders in
the equity offering or any future issue of shares carried out by
the Company. Shareholders who have a registered address or are
resident in, or who are citizens of, countries other than the
United Kingdom should consult their professional advisors as to
whether they require any government or other consents or need to
observe any other formalities to enable them to receive New
Ordinary Shares or application forms.
The distribution of this announcement, the Prospectus, the
application forms and/or the transfer of New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement,
the Prospectus, the application form and/or any accompanying
documents should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such
jurisdictions. In particular, subject to certain exceptions, the
Prospectus and the application form should not be distributed,
forwarded to or transmitted in or into the United States, Canada or
South Africa.
None of the Mandatory Convertible Bonds or the New Ordinary
Shares have been or will be registered under the US Securities Act
of 1933, as amended (the "US Securities Act") or under the
applicable securities laws of any state, province or territory of
the United States. Accordingly, the Mandatory Convertible Bonds and
the New Ordinary Shares may not be offered, sold, taken up,
renounced or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from, or in
transactions not subject to, the registration requirements of the
US Securities Act and in accordance with any applicable securities
laws of any state, province or other territory of the United
States. There will be no public offering of the Mandatory
Convertible Bonds or the New Ordinary Shares in the United
States.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. None of the Company,
Citigroup Global Markets Limited, or any of their respective
representatives, is making any representation to any offeree or
purchaser of the New Ordinary Shares regarding the legality of an
investment in the New Ordinary Shares by such offeree or purchaser
under the laws applicable to such offeree or purchaser. Each
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice in connection with the
purchase of the New Ordinary Shares.
This announcement contains or incorporates by reference
"forward-looking statements" which are based on the beliefs,
expectations and assumptions of Atlas Mara, the Directors, and
other members of senior management about the Group's business,
strategy, plans or future financial operating performance and the
Bond Issue and the equity offering described in this announcement.
All statements other than statements of historical fact included in
this announcement may be forward-looking statements. Generally,
words such as "will", "may", "should", "could", "estimates",
"continue", "believes", "expects", "aims", "targets", "projects",
"intends", "anticipates", "plans", "prepares", "seeks" or, in each
case their negative or other variations or similar or comparable
expressions identify forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. They are not
guarantees of future performance and actual results could differ
materially from those contained in the forward-looking statement.
These forward-looking statements reflect the current views, beliefs
of the Directors and other members of senior management, as well as
assumptions made by them and information currently available to
them. Estimates and assumptions involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of the Group and are difficult to predict. Such risks,
factors and uncertainties may cause actual results to differ
materially from any future results or developments expressed or
implied from the forward-looking statements. Although the Directors
and other members of senior management believe that these beliefs
and assumptions are reasonable, by their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future or are beyond the Group's control. The Directors and other
members of senior management believe that these risks and
uncertainties include but are not limited to: changes in the credit
quality and the recoverability of loans and amounts due from
counterparties; changes in the Group's financial models
incorporating assumptions, judgments and estimates which may change
over time; risks relating to capital, capital management and
liquidity; risks associated with the implementation of Basel III
and uncertainty over the timing and scope of regulatory changes in
the various jurisdictions in which the Group operates; risks
arising out of legal, compliance and regulatory matters,
investigations and proceedings; operational risks inherent in the
Group's business; risks arising out of the Group's holding company
structure; risks associated with the recruitment, retention and
development of senior management and other skilled personnel; risks
associated with business expansion and engaging in acquisitions
and/or selective disposals; risks associated with the execution of
the Group's detailed strategy review including as to timing and as
to realization of the estimated benefits of that strategy review;
changes to the Group's RWA, cost reduction and return on equity
targets; reputational risk; global macroeconomic risks; risks
arising out of the dispersion of the Group's operations, the
locations of its businesses and the legal, political and economic
environment in such jurisdictions; competition; legislation and
regulations in the jurisdictions in which the Group operates;
changes in the credit ratings or outlook for the Group; market,
interest rate, commodity price, equity price and other market
risks; foreign exchange risk; financial market volatility; systemic
risk in the banking industry and among other financial institutions
or corporate borrowers; cross-border country risk; risks arising
from operating in markets with less developed judicial and dispute
resolution systems; risks arising out of hostilities, terrorist
attacks, social unrest or natural disasters; risk of the price of
the New Ordinary Shares falling below the Issue Price; failure to
generate sufficient level of profits and cash flows to pay future
dividends; risk of dilution for shareholders not acquiring New
Ordinary Shares; and risk of dilution resulting from any future
issue of Ordinary Shares. These factors should not be construed as
exhaustive and should be read with the other cautionary statements
in this announcement and the Prospectus, when published. Moreover,
new risk factors may emerge from time to time and it is not
possible to predict all such risks or assess their impact for
disclosure in this announcement. Any forward-looking statement
contained in this announcement is based on past or current trends
and/or activities of Atlas Mara should not be taken as a
representation that such trends or activities will continue in the
future. No statement in this announcement is intended to be a
profit forecast or to imply that the earnings of the Company for
the current year or future years will necessarily match or exceed
the historical or published earnings of the Company and/or the
Group. Each forward looking statement speaks only as of the date of
the particular statement. Except as required by the Financial
Conduct Authority (in its capacity as the UK Listing Authority), or
the listing rules, the disclosure guidance and transparency rules,
the prospectus rules (each as made under Part VI of FSMA, as
amended), or the London Stock Exchange or otherwise by law, the
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein, whether as a result of any change in
events, conditions or circumstances or otherwise on which any such
statement is based. Investors should consult the disclosures we
have made in our annual report and other announcements relating to
risks the Group faces and which are available on our website. In
addition, the Prospectus will contain a detailed discussion of the
factors that could affect the Company's future performance. In
light of the risks that the Company faces, uncertainties and
assumptions, the events described in the forward-looking statements
in this announcement may not occur.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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August 09, 2017 13:26 ET (17:26 GMT)
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