TIDMAWE
RNS Number : 9178Y
Alphawave IP Group PLC
17 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY 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.
This announcement is not an offer of shares for sale in any
jurisdiction, including in or into Australia, Canada, Japan or the
United States.
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 shares referred to in this
announcement except solely on the basis of the information
contained in the prospectus (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk
factors set out therein, published by Alphawave IP Group plc (the
"Company", and together with Alphawave IP Inc. and their respective
subsidiaries and subsidiary undertakings, the "Group" or "Alphawave
IP") on 13 May 2021 in connection with the offer of ordinary shares
(the "Shares") in the capital of the Company (the "Global Offer")
and the admission of such Shares to the standard listing segment of
the Official List of the Financial Conduct Authority (the "FCA")
and to trading on the main market of London Stock Exchange plc (the
"London Stock Exchange") ("Admission"). A copy of the Prospectus is
available for inspection from the Company's registered office at
6th Floor, 65 Gresham Street, London EC2V 7NQ, United Kingdom and
on Alphawave IP's website at www.awaveip.com, subject to certain
access restrictions.
18 May 2021
Alphawave IP Group plc
Admission to Trading on the London Stock Exchange
Further to the announcement on 13 May 2021 in connection with
its initial public offering, the Group announces that its entire
issued ordinary share capital, consisting of 664,965,934 Shares,
has today been admitted to the standard 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 "AWE".
Enquiries
Alphawave IP ir@awaveip.com
John Lofton Holt (Executive Chairman) +44 (0) 20 7717 5877
Tony Pialis (President & CEO)
Daniel Aharoni (CFO)
Brunswick Group (public relations alphawave@brunswickgroup.com
adviser to Alphawave IP) +44 (0) 20 7404 5959
Caroline Daniel
Simone Selzer
Sarah West
Diana Vaughton
Joint Global Co-ordinator and Joint Bookrunner
Barclays
Tim Luke
Lawrence Jamieson
Andrew Tusa
Jessel Sheth
Dominic Harper +44 (0) 20 7623 2323
Joint Global Co-ordinator and Joint Bookrunner
J.P. Morgan
Pankaj Goel
Barry Meyers
Bill Hutchings
Beau Freker
Jamie Summer +44 (0) 20 7742 4000
Joint Bookrunner
BMO Capital Markets
Thomas Rider
Robert Lee +44 (0) 20 7236 1010
Important Legal Information
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. 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 is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan 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
the United States, Australia, Canada, Japan or in any jurisdiction
to whom or in which such offer or solicitation is unlawful. The
Shares referred to herein may not be offered or sold in the United
States unless registered under the United States Securities Act of
1933 (the "Securities Act") or offered in a transaction exempt
from, or not subject to, the registration requirements of the
Securities Act. The Global 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 or sold 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 will be no public offer of the
Shares 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
(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
of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of retained EU law as defined in the EU (Withdrawal) Act
2018 (all such persons together being referred to as "Relevant
Persons").
In any member state of the European Economic Area ("EEA") (each,
a "Relevant Member State"), this announcement and any offer if made
subsequently is, and will be, directed only at persons who are
"qualified investors" ("Qualified Investors") within the meaning of
the Prospectus Regulation (Regulation (EU) 2017/1129)
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.
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" 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 statements
reflect beliefs of the Directors (including based on their
expectations arising from pursuit of the Group's strategy) as well
as assumptions made by the Directors and information currently
available to the Group. Although the Directors consider that these
beliefs and assumptions are reasonable, by their nature,
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
Group's actual financial condition, results of operations or
prospects to be materially different from any future financial
condition, results of operations or prospects expressed or implied
by such statements. Past performance cannot be relied upon as a
guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. No representation is made
or will be made that any forward-looking statements will be
achieved or will prove to be correct.
Each of the Company, Barclays Bank PLC ("Barclays"), Barclays
Capital Securities Limited ("BCSL"), J.P. Morgan Securities plc
(which conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("J.P. Morgan") and BMO Capital Markets Limited ("BMO
Capital Markets"), and their respective affiliates as defined under
Rule 501(b) of Regulation D of the Securities Act ("affiliates"),
expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statements contained in this
announcement and disclaims any obligation to update its view of any
risks or uncertainties described herein or to publicly announce the
results of any revisions to the forward-looking statements made in
this announcement, whether as a result of new information, future
developments or otherwise, except as required by law.
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 which are 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. This announcement
shall not, 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.
The date of Admission may be influenced by a variety of factors
which include market conditions. The Company may decide not to go
ahead with the IPO and there is therefore no guarantee that
Admission will occur. You should not base your financial decision
on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning
the Global Offer. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor
as to the suitability of the Global Offer for the person
concerned.
None of Barclays Bank PLC, BCSL, J.P. Morgan Securities plc and
BMO Capital Markets Limited, nor any of their respective
affiliates, their respective directors, officers or employees,
advisers, agents or any other person accepts any responsibility or
liability whatsoever for the contents of, or makes any
representations or warranties, express or implied, as to the
accuracy, fairness or completeness of the information presented or
contained in this announcement (or whether any information has been
omitted from this announcement) or any other information relating
to the Company, its subsidiaries and their 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 this announcement or its contents or
otherwise arising in connection therewith. Accordingly, each of
Barclays Bank PLC, BCSL, J.P. Morgan Securities plc and BMO Capital
Markets Limited, and their respective affiliates, their respective
directors, officers or employees, and any other person acting on
their behalf expressly disclaims, to the fullest extent possible,
any and all liability whatsoever for any loss howsoever arising
from, or in reliance upon, the whole or any part of the contents of
this announcement, whether in tort, contract or otherwise which
they might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.
Each of Barclays Bank PLC, BCSL, J.P. Morgan Securities plc and
BMO Capital Markets Limited is acting exclusively for the Company
and no-one else in connection with the Global Offer. They will not
regard any other person as their respective clients in relation to
the Global 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
Global Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
Each of Barclays Bank PLC, BCSL and J.P. Morgan Securities plc
is authorised by the Prudential Regulation Authority ("PRA") and
regulated by the PRA and the Financial Conduct Authority in the
United Kingdom. BMO Capital Markets Limited is authorised and
regulated by the Financial Conduct Authority in the United
Kingdom.
In connection with the Global Offer, the Joint Bookrunners 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 Global 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 Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners 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 Joint Bookrunners 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 Global Offer, Barclays Capital Securities
Limited, as stabilisation manager (the "Stabilisation Manager"), or
any of its agents or affiliates, 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. The
Stabilisation Manager 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
LSE and ending no later than 30 calendar days thereafter. However,
there will be no obligation on the Stabilisation Manager or any of
its agents or affiliates 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 the
Stabilisation Manager nor any of its agents or affiliates intends
to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Global
Offer.
In connection with the Global Offer, the Stabilisation Manager
may, for stabilisation purposes, over-allot Shares up to a maximum
of 15% of the total number of Shares comprised in the Global 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, the Stabilisation Manager
will enter into over-allotment arrangements with certain existing
shareholders pursuant to which the Stabilisation Manager may
purchase or procure purchasers for additional Shares up to a
maximum of 15% of the total number of Shares comprised in the
Global Offer (the "Over-Allotment Shares") at the offer price. The
over-allotment arrangements will be exercisable in whole or in
part, upon notice by the Stabilisation Manager, at any time on or
before the 30th calendar day after the commencement of conditional
trading of the Shares on the LSE. 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 Global 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/or any equivalent requirements elsewhere, 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 and/or any equivalent requirements
elsewhere) 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 as defined
in Chapter 3 of 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 and/or any
equivalent requirements elsewhere) 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 the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Global Offer. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Barclays Bank PLC, J.P. Morgan
Securities plc and BMO Capital Markets Limited 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.
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.
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