TIDMDWF
RNS Number : 9487S
DWF Group PLC
15 March 2019
SUBJECT TO CERTAIN EXCEPTIONS, NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR TO
ANY RESIDENT THEREOF OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Rules of the UK Financial Conduct
Authority (the "FCA") and is not an offer to sell, or a
solicitation of an offer to subscribe for or to acquire, securities
in or into the United States or in any other jurisdiction,
including in or into 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 ordinary shares (the "Shares") referred to in this
announcement except solely on the basis of the information
contained in the prospectus (the "Prospectus") published by DWF
Group plc (previously DWF Group Limited) (the "Company", and
together with its subsidiary undertakings, the "Group") on 11 March
2019 in connection with the offer of Shares in the Company (the
"Offer") and the admission (the "Admission") to listing of its
Shares to the premium segment of the Official List of the FCA and
to trading on London Stock Exchange plc's main market for listed
securities (the "Main Market"), including the risk factors set out
therein. Copies of the Prospectus are available from the Company's
registered office at 20 Fenchurch Street, London EC3M 3AG, United
Kingdom and on the Company's website at www.dwf.law.
15 March 2019
DWF Group plc
Admission to Trading on the London Stock Exchange
Following its announcement on 11 March 2019 of the offer price
of its initial public offering (the "Offer"), DWF Group plc is
pleased to announce that its entire issued ordinary share capital
of 300,000,000 Shares has today been admitted to the premium
listing segment of the Official List of the FCA and to trading on
the Main Market of the London Stock Exchange plc under the ticker
"DWF".
MEDIA ENQUIRIES
DWF press office: +44 20 7280 8929
-- James Igoe
Finsbury (public relations adviser to DWF): +44 20 7251 3801
-- Edward Simpkins
-- Charles O'Brien
Joint Global Co-ordinators
Stifel: +44 20 7710 7600
-- Robin Mann
-- Gareth Hunt
-- Stewart Wallace
Jefferies: +44 20 7029 8000
-- Nick Adams
-- Daniel Frommelt
-- Lee Morton
Lead Manager
Zeus Capital: +44 20 3829 5000
-- Dominic King
-- Ben Robertson
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 for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
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), Australia, Canada or Japan or
to any persons in any of those jurisdictions or any other
jurisdictions where to do so would be unlawful or would require
registration or other measures.
The Shares referred to herein have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or delivered in or into the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
securities laws of any state or other jurisdiction of the United
States. The Shares have not been and will not be registered under
the applicable securities laws of Australia, Canada or Japan and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada or Japan or to any national, resident or citizen
of Australia, Canada or Japan. Neither this announcement nor any
copy of it may be taken or transmitted, directly or indirectly,
into the United States (including its territories and possessions)
(except to persons reasonably believed to be qualified
institutional buyers ("QIBs") as defined in Rule 144A under the
Securities Act), Australia, Canada or Japan or to any persons in
any of those jurisdictions or any other jurisdictions where to do
so would constitute a violation of the relevant securities laws or
regulations of such jurisdiction. Any failure to comply with the
foregoing restrictions may constitute a violation of United States,
Australian, Canadian or Japanese securities laws. The Offer and the
publication or distribution of this announcement and other
information in connection with the Offer and Admission in other
jurisdictions may be restricted by law and persons into whose
possession any document or other information referred to herein
comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement and the Offer is and will be only directed at
persons in member states of the European Economic Area (the "EEA")
who are qualified investors within the meaning of Article 2(1)(e)
of the Prospectus Directive (Directive 2003/71/EC), and any
amendments thereto, including the amending directive, Directive
2010/73/EU to the extent implemented in the relevant member state
and any relevant implementing measure in each relevant member state
("Qualified Investors"). In addition, in the United Kingdom, this
announcement and the Offer is and will be only directed at, and
should only be relied upon by, Qualified Investors who are persons
who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order or are persons to whom
it may otherwise be lawful to communicate it to (all such persons
being referred to as "Relevant Persons"). Any investment or
investment activity to which this announcement relates is and will
be available only to Relevant Persons in the United Kingdom and
Qualified Investors in any member state of the EEA other than the
United Kingdom and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
This announcement does not constitute an offer or invitation for
the sale, issuance or subscription for any Shares in any
jurisdiction, nor does it purport to give legal, tax or financial
advice. Nothing contained herein shall form the basis of or be
relied upon in connection with, or act as an inducement to enter
into, any investment activity. The information, statements and
opinions contained in this announcement do not constitute a public
offer under any applicable legislation or an offer to sell, or a
solicitation of an offer to purchase, any Shares in and are not for
release, publication or distribution (directly or indirectly) in or
into the United States, Canada, Japan, Australia or any other
jurisdiction where such distribution or offer is unlawful.
This announcement does not constitute a recommendation
concerning the Offer. The price and value of the Shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the
person concerned. 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.
Neither the Company, the Selling Shareholders, Stifel Nicolaus
Europe Limited, Jefferies International Limited and Zeus Capital
Ltd (together the "Banks") nor any of such persons' parent or
subsidiary undertakings, or the subsidiary undertakings of any such
parent undertakings, or any of such persons' respective partners,
directors, officers, employees, agents, affiliates, advisers or
agents is under an obligation to update, revise or keep current the
information contained in this announcement and the information in
this announcement is subject to change without notice.
Neither the Banks, the Company, the Group or the Selling
Shareholders nor any of their respective parent or subsidiary
undertakings, or the subsidiary undertakings of any such parent
undertakings, or any of such persons' respective partners,
directors, officers, employees, agents, affiliates, advisers or
agents accepts any responsibility, obligation or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to, and no reliance should be placed on, the fairness,
truth, fullness, accuracy, completeness or correctness of, the
information in this announcement or whether any information has
been omitted from the announcement or as to any other information
relating to the Company or the Group, 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, its contents or otherwise arising in connection
therewith.
Each of the Banks is authorised and regulated in the United
Kingdom by the FCA. Each of the Banks is acting exclusively for the
Company and for no one else in connection with the Offer and
Admission. The Banks will not regard any other person as their
respective clients and will not be responsible to anyone other than
the Company for providing the protections afforded to their
respective clients nor for the giving of advice in relation to the
Offer and Admission, the contents of this announcement or any
transaction, matter or arrangement referred to herein.
In connection with the Offer, each of the Banks and any of their
affiliates, acting as investors for their own accounts, may take up
a portion of the Shares in the Offer 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 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
Banks and any of their affiliates acting in such capacity. In
addition, the Banks and any of their affiliates may enter into
financing arrangements (including swaps or contracts for
differences) with investors in connection with which the Banks and
any of their affiliates may from time to time acquire, hold or
dispose of Shares. None of the Banks 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.
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; 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 Shares have been subject to a product approval process, which
has determined that such 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 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 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 Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the 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
MSCCKQDPOBKDBND
(END) Dow Jones Newswires
March 15, 2019 04:04 ET (08:04 GMT)
Dwf (LSE:DWF)
Historical Stock Chart
From Apr 2024 to May 2024
Dwf (LSE:DWF)
Historical Stock Chart
From May 2023 to May 2024