TIDM78MM TIDMAWE
RNS Number : 3096E
Barclays Bank PLC
27 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF AN OFFER
FOR THE SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Results of Secondary Placing of ordinary shares in Alphawave IP
Group plc
27(th) October 2022
Further to the announcement released on 26(th) October 2022,
Wise Road Alpha Investment Fund I, L.P. and SMART Growth Fund, L.P.
each acting through the general partner of the respective
partnerships (the "Sellers") have sold an aggregate of 31,719,187
ordinary shares in the share capital of Alphawave IP Group plc
("Alphawave IP") at a price of 100 pence per share (the "Placing"),
raising aggregate gross sale proceeds of approximately GBP31.7
million.
Following the completion of the Placing, the Sellers will hold
13,778,093 ordinary shares, representing approximately 2.0% of
Alphawave IP's issued share capital. It is intended that these
residual shares will be distributed to certain investors in the
Sellers' Funds who wish to retain a residual stake in Alphawave IP
and benefit from their ongoing ownership.
The proceeds of the Placing are payable in cash on usual
settlement terms, and closing of the Placing is expected to occur
on a T+2 basis on 31(st) October 2022. Alphawave IP will not
receive any proceeds from the Placing.
Barclays Bank PLC ("Barclays") is acting as Sole Global
Coordinator and Sole Bookrunner in connection with the Placing.
The remaining Alphawave IP ordinary shares held by Wise Road and
their investors following the placing will be subject to a 90-day
lock-up, subject to customary exceptions.
Enquiries
Barclays Bank PLC
Ben Newmark / Dominic Harper / Casey Bandman
+44 (0)20 7623 2323
IMPORTANT NOTICE
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM
UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF
SECURITIES IS TO BE MADE IN THE UNITED STATES AND NEITHER THIS
ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, SOUTH AFRICA
OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, SOUTH AFRICAN OR
JAPANESE SECURITIES LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF PLACING SHARES IF MADE
SUBSEQUENTLY ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS (1) IN
THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND (2) IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED, THE "ORDER") OR ARE HIGH
NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS BEING REFERRED
TO AS "RELEVANT PERSONS"). PERSONS WHO ARE NOT RELEVANT PERSONS
SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND
SHOULD NOT ACT OR RELY ON IT.
THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED WITHIN THE
UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON
RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR ANOTHER EXEMPTION FROM, OR TRANSACTIONS NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT, AND OUTSIDE THE
UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR UNLESS
PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. 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 ANY OTHER JURISDICTION.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES
CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE,
NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES
IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE
OFFERING OR SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE SELLERS,
BARCLAYS, OR ANY OF ITS AFFILIATES THAT WOULD, OR WHICH IS INTED
TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY JURISDICTION OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE
SELLERS AND BARCLAYS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
APPLICABLE RESTRICTIONS.
NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED
IN CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION IN
CONNECTION WITH THE PLACING MUST BE MADE SOLELY ON THE BASIS OF
PUBLICLY AVAILABLE INFORMATION RELATING TO ALPHAWAVE IP AND ITS
SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENTLY VERIFIED AND THE
SELLERS AND BARCLAYS ARE NOT RESPONSIBLE, AND EXPRESSLY DISCLAIM
ANY LIABILITY, FOR SUCH 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 FOR ANY
PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON ITS
ACCURACY OR COMPLETENESS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION CONCERNING
THE PLACING. THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM
THEM CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO
FUTURE PERFORMANCE. ACQUIRING PLACING SHARES TO WHICH THIS
ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK
OF LOSING ALL OF THE AMOUNT INVESTED. POTENTIAL INVESTORS SHOULD
CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE PLACING
FOR THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT
REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED
WITH THE PLACING AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT
THE PLACING WILL PROCEED. THE SELLERS RESERVE THE RIGHT NOT TO
PROCEED WITH THE PLACING OR TO VARY THE TERMS OF THE PLACING IN ANY
WAY.
CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT HAVE BEEN SUBJECT
TO ROUNDING ADJUSTMENTS. ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM
OR PERCENTAGE CHANGE OF THE NUMBERS CONTAINED IN THIS ANNOUNCEMENT
MAY NOT CONFORM EXACTLY WITH THE TOTAL FIGURE GIVEN.
BARCLAYS IS AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY
("PRA") AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA")
AND THE PRA IN THE UNITED KINGDOM. THE SOLE BOOKRUNNER IS ACTING
FOR THE SELLERS ONLY IN CONNECTION WITH THE PLACING AND NO ONE
ELSE, AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLERS
FOR PROVIDING THE PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING
ADVICE IN RELATION TO THE PLACING SHARES OR THE PLACING, THE
CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR
OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
IN CONNECTION WITH THE PLACING, BARCLAYS OR ANY OF ITS
AFFILIATES MAY TAKE UP A PORTION OF THE PLACING SHARES AS A
PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL,
OFFER TO SELL FOR ITS OWN ACCOUNTS SUCH PLACING SHARES AND OTHER
SECURITIES OFALPHAWAVE IP OR RELATED INVESTMENTS IN CONNECTION WITH
THE PLACING OR OTHERWISE. ACCORDINGLY, REFERENCES TO THE PLACING
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 BARCLAYS
AND ANY OF ITS AFFILIATES ACTING AS INVESTORS FOR THEIR OWN
ACCOUNTS. BARCLAYS DOES NOT INT TO DISCLOSE THE EXTENT OF ANY SUCH
INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY
LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
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 "INTS", "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.
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END
IOEUBUVRUVURURA
(END) Dow Jones Newswires
October 27, 2022 02:00 ET (06:00 GMT)
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