TIDMBPT
RNS Number : 9050F
Bridgepoint Group PLC
21 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority (the
"FCA") and is not a prospectus nor an offer of securities for sale
in any jurisdiction, including in or into the United States,
Canada, Japan or Australia.
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 in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including
the risk factors set out therein, expected to be published later
today by Bridgepoint Group plc (the "Company", and together with
its subsidiaries and subsidiary undertakings, the "Group" or
"Bridgepoint"), in connection with the offer of ordinary shares
(the "Ordinary Shares") in the Company (the "Offer") and the
proposed admission to listing of such Ordinary Shares to the
premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange plc (the "London Stock Exchange") (together
"Admission", and Admission together with the Offer, the "IPO"). A
copy of the Prospectus will, following publication, be available
for inspection on the Company's website at
https://www.bridgepoint.eu/ , subject to certain access
restrictions.
21(st) July 2021
Bridgepoint Group plc
Announcement of Offer Price
Offer Price set at 350 pence per Share
Following the intention to float announcement on 6(th) July
2021, Bridgepoint today announces the successful pricing of its
initial public offering (the "IPO" or the "Offer") at 350 pence per
Share (the "Offer Price"). Based on the Offer Price, Bridgepoint's
total market capitalisation at the commencement of conditional
dealings on the main market of the London Stock Exchange will be
approximately GBP2,881 million.
OFFER HIGHLIGHTS
-- The Offer Price has been set at 350 pence per Share.
-- Bridgepoint's total market capitalisation at the commencement
of conditional dealings on the main market for listed securities of
the London Stock Exchange will be approximately GBP2,881 million
based on the Offer Price.
-- The Offer comprises (i) 85.7 million new Ordinary Shares to
be issued by the Company, raising gross proceeds of GBP300 million
to fund the Company's investment in the next generation of
Bridgepoint funds, launch and seed potential new organic
strategies, continue to assess potentially value-accretive
inorganic acquisition opportunities, and provide greater strategic
flexibility including reducing the Group's indebtedness; as well as
(ii) 139.7 million existing Ordinary Shares to be sold by existing
Bridgepoint shareholders.
-- This equates to a total Offer size of GBP789 million and
represents approximately 27% of the Company's issued share capital
on Admission. Immediately following Admission, the Company's issued
ordinary share capital will be approximately 823 million Ordinary
Shares.
-- In addition, a further 33.8 million Ordinary Shares in the
Company are being made available by existing Bridgepoint
shareholders pursuant to the over-allotment option.
-- Conditional dealings in Bridgepoint Shares are expected to
commence on the London Stock Exchange at 8:00 a.m. (London time) on
21(st) July 2021 under the ticker "BPT". Investors should note that
only those who applied for and were allocated Ordinary Shares in
the Offer will be able to deal in the Shares on a conditional
basis.
-- Admission of Bridgepoint's entire issued ordinary share
capital to the premium listing segment of the Official List of the
FCA and to trading on the main market for listed securities of the
London Stock Exchange, and the commencement of unconditional
dealings is expected to take place at 8.00 a.m. (London time) on
26(th) July 2021.
-- The full details of the Offer are included in the Prospectus,
which is expected to be published later today and will be available
on the Company's website at https://ipo.bridgepoint.eu/ .
-- Subject to Admission and other conditions being met, the
Company expects that it would be eligible for inclusion in the FTSE
UK indices.
-- The Company has engaged J.P. Morgan Securities plc (which
conducts its UK investment banking activities as J.P. Morgan
Cazenove) and Morgan Stanley & Co. International plc as Joint
Global Co-ordinators, with J.P. Morgan Securities plc acting as
Sole Sponsor in relation to the transaction, and BNP Paribas,
Citigroup Global Markets Limited and Merrill Lynch International as
Joint Bookrunners. Moelis & Company UK LLP is acting as
Financial Adviser to the Company.
ENQUIRIES
Bridgepoint
Christian Jones / James Murray
Christian.jones@bridgepoint.eu
James.murray@bridgepoint.eu
+44 (0)20 7034 3500
Finsbury Glover Hering (Public Relations Adviser to
Bridgepoint)
Roland Rudd / James Murgatroyd
Charles O'Brien / 020 7251 3801 / 07825 043 656
Anjali Unnikrishnan / 020 7251 3801 / 07826 534 233
Bridgepoint@Finsbury.com
Joint Global Co-ordinator and Sole Sponsor
J.P. Morgan Cazenove
Harry Hampson / Ed Squire / Andrew Stockdale
+44 (0)207 742 4000
Joint Global Co-ordinator
Morgan Stanley
Simon Parry-Wingfield / Marina Shchukina / Patrice Schuetz
+44 (0)207 425 8000
Joint Bookrunners
BNPP
Jolyon Luke / Andrew Forrester
+44 (0)207 595 6668
BofA Securities
Robert Firth / Arif Vohra / James Palmer
+44 (0)207 628 1000
Citigroup
Michael Lavelle / Hamish Summerfield / Kaan Kesedar
+44 20 7986 4000
Financial Adviser
Moelis & Company
Mark Aedy / Robert Glauerdt / Daniel Muldoon
+44 (0)207 634 3500
IMPORTANT LEGAL INFORMATION
The contents of this announcement, which have been prepared by
and are the sole responsibility of the Company, have been approved
by J.P. Morgan Securities plc solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
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.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada or 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 restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement does not contain or constitute a prospectus,
nor form part of any offer to sell or issue, or any invitation or
solicitation of an offer to buy, Ordinary Shares to any person in
any jurisdiction to whom or in which such offer or solicitation is
unlawful, including the United States (including its territories or
possessions or any State of the United States and the District of
Columbia ("United States"), Australia, Canada or Japan. The
Ordinary Shares referred to herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or the laws of any state of the
United States. The Ordinary Shares referred to herein may not be
offered, sold or otherwise transferred in the United States, except
to qualified institutional buyers ("QIBs") as defined in, and in
reliance on, Rule 144A under the Securities Act ("Rule 144A") or
pursuant to another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The offer
and sale of the Ordinary Shares referred to herein has not and will
not be registered under the applicable securities laws of
Australia, Canada or Japan. There will be no public offering of
securities in the United States, Australia, Canada or Japan.
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 2000 (Financial Promotion) Order
2005, as amended (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(e) of Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018; and (C) persons to whom it may otherwise
lawfully be communicated (all such persons being "relevant
persons").
In the European Economic Area (the "EEA"), this announcement is
addressed only to and directed only at, persons in member states
who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 ("Qualified Investors").
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. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Group's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur or the
Company's or the Group's actual results, performance or
achievements might be materially different from the expected
results, performance or achievements expressed or implied by such
forward-looking statements. BNP Paribas, Citigroup Global Markets
Limited, J.P. Morgan Securities plc, Merrill Lynch International,
Morgan Stanley & Co. International plc, Moelis & Company,
the Company or any member of the Group, or any of such person's
affiliates or their respective directors, officers, employees,
agents or advisers expressly disclaim any obligation or undertaking
to update, review or revise any such forward-looking statement or
any other information contained in this announcement, whether as a
result of new information, future developments or otherwise, except
to the extent required by applicable law.
Any subscription or purchase of Ordinary Shares in the IPO
should be made solely on the basis of information contained in the
Prospectus which is expected to be published by the Company in
connection with the IPO. The information in this announcement is
subject to change. Before subscribing for or purchasing any
Ordinary Shares, persons viewing this announcement should ensure
that they fully understand and accept the risks which will be set
out in the Prospectus, when published. No reliance may be placed
for any purpose on the information contained in this announcement
or its accuracy or completeness. This announcement shall not
constitute, or form part of, any offer or invitation to sell or
issue, or any solicitation of any offer to acquire, whether by
subscription or purchase, any Ordinary 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, or act as any inducement to enter into, any contract or
commitment whatsoever.
The date of Admission may be influenced by a variety of factors
which include market conditions. The Group may decide not to go
ahead with the IPO and there is therefore no guarantee that
Admission will occur at all or in accordance with the timing
indicated in this announcement and you should not base your
financial decisions on the Company's intentions in relation to
Admission at this stage. Potential investors should not base their
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 any possible offer.
The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, accounting or legal advice, (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances or (iii) a personal
recommendation to you.
None of the Banks (as defined below) or any of their respective
affiliates or any of their or their affiliates' directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, the Group or its
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 the announcement or
its contents or otherwise arising in connection therewith.
Each of J.P. Morgan Securities plc, of 25 Bank Street, Canary
Wharf, London E14 5JP ("JPM" or the "Sponsor"), Morgan Stanley
& Co. International plc, of 25 Cabot Square, Canary Wharf,
London
E14 4QA ("MS" and, together with JPM, the "JGCs"), Merrill Lynch
International, of 2 King Edward Street, London EC1A 1HQ ("BofA
Securities"), and Citigroup Global Markets Limited, of Citigroup
Centre, 33 Canada Square, London E14 5LB ("Citi") is authorised by
the Prudential Regulation Authority (the "PRA") and regulated by
the FCA and the PRA in the United Kingdom. BNP Paribas of 16,
boulevard des Italiens, 75009 Paris, France ("BNPP") is authorised
and regulated by the European Central Bank and the Autorité de
Contrôle Prudential et de Resolution. BNP Paribas London branch is
authorised by the PRA with deemed permissions under the UK
Temporary Permissions Regime. BNP Paribas London branch is subject
to regulation by the FCA and limited regulation by the PRA. Details
of the Temporary Permissions Regime, which allows EEA-based firms
to operate in the UK for a limited period while seeking full
authorisation, are available on the FCA's website). Moelis &
Company, of Condor House, 10 St Paul's Churchyard, London, EC4M 8AL
is authorised and regulated by the FCA in the United Kingdom. Each
of BNPP, BofA Securities, Citi, JPM, MS and Moelis & Company
(together, the "Banks") will be acting exclusively for the Company
and no one else in connection with the IPO. The Banks will not
regard any other person as their client in relation to the IPO and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for giving advice in relation to the IPO, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein. In connection with the withdrawal of the UK
from the European Union, the Banks may, at their discretion,
undertake their obligations in connection with the IPO by any of
their affiliates based in the EEA.
Certain data in this announcement, including financial,
statistical, and operating information has been rounded. As a
result of the rounding, the totals of data presented in this
announcement may vary slightly from the actual arithmetic totals of
such data. Percentages in tables may have been rounded and
accordingly may not add up to 100%.
In connection with the IPO, any of JPM, MS, Citi, BofA
Securities and BNPP (the "Underwriters" and each an "Underwriter")
and any of their affiliates, acting as investors for their own
accounts, may take up a portion of the Ordinary Shares in the IPO
as a principal position, and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for its own accounts in such
Ordinary Shares and other securities of the Company or related
investments and other securities of the Company or related
investments in connection with the IPO or otherwise. Accordingly,
references in the Prospectus, when published, to the Ordinary
Shares being issued, offered, subscribed for, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing of or dealing by, any
Underwriter and any of its affiliates acting as an investor for its
own accounts. In addition, certain of the Underwriters or their
affiliates may enter into financing arrangements (including swaps,
warrants or contracts for differences) with investors in connection
with which the Underwriters (or any of their affiliates) may from
time to time acquire, hold or dispose of Ordinary Shares. Neither
the Underwriters nor any of their 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 IPO, JPM, as stabilising manager (the
"Stabilising Manager"), or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law
and for stabilisation purposes, on behalf of the Underwriters, over
allot Ordinary Shares up to a total of 15 per cent of the total
number of Ordinary Shares included in the Offer or effect other
transactions with a view to supporting the market price of the
Ordinary Shares or any options, warrants or rights with respect
thereto, or other interest in the Ordinary Shares or other
securities of the Company, in each case at a higher level than that
which might otherwise prevail in the open market. The Stabilising
Manager is not required to enter into such transactions and such
transactions may be effected on any securities market, over the
counter market, stock exchange or otherwise and may be undertaken
at any time during the period commencing on the date of the
conditional dealings in the Ordinary Shares on the London Stock
Exchange and ending no later than 30 calendar days thereafter.
Stabilisation transactions aim at supporting the market price of
the securities during the stabilisation period. Such stabilisation,
if commenced, may be discontinued at any time without prior notice.
If such stabilisation occurs, it will be undertaken at the London
Stock Exchange. However, there will be no obligation
on the Stabilising Manager or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. In no event will measures be taken
to stabilise the market price of the Ordinary Shares above the
Offer Price. Except as required by law or regulation, neither the
Stabilising Manager nor any of its agents intends to disclose the
extent of any over allotments made and/or stabilisation
transactions conducted in relation to the IPO.
For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allotment and/or from
sales of Ordinary Shares effected by it during the stabilising
period, the Stabilising Manager has been granted an over-allotment
option (the "Over-allotment Option") by the selling shareholders,
pursuant to which it may purchase, or procure purchasers for,
additional Ordinary Shares (representing, in aggregate, up to 15
per cent of the total number of Ordinary Shares included in the
IPO) at the Offer Price (the "Over-allotment Shares"). The
Over-allotment Option may be exercised in whole or in part upon
notice by the Stabilising Manager at any time on or before the 30th
calendar day after the commencement of conditional dealings in the
Ordinary Shares on the London Stock Exchange. Any Over-allotment
Shares made available pursuant to the Over-allotment Option will be
made available on the same terms and conditions as Ordinary Shares
being offered pursuant to the IPO, will rank pari passu in all
respects with all other Ordinary Shares (including with respect to
pre-emption rights) and will form a single class with all other
Ordinary Shares for all purposes, including with respect to voting
and for all dividends and distributions thereafter declared, made
or paid on the ordinary share capital of the Company.
For the avoidance of doubt, the contents of the Company's
website or any website directly or indirectly linked to the
Company's website, are not incorporated by reference into, and do
not form part of, this announcement.
Information to Distributors
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; (c) local implementing measures (the "EEA Product
Governance Requirements"); and (d) Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements" and together with the EEA Product
Governance Requirements, the " Product Governance Requirements "),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that such Ordinary Shares
are: (i) compatible with an end target market of retail clients and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II or Chapter 3
of the FCA Handbook Conduct of Business Sourcebook ("COBS"), as
applicable; 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 Product Governance Requirements) should note that:
the price of the Ordinary Shares may decline and investors could
lose all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary 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 any contractual, legal or regulatory selling
restrictions in relation to the IPO. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters 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 Chapters 9A or 10A respectively of
COBS; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
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END
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