TIDMGLO
RNS Number : 0960W
ContourGlobal PLC
09 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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, JAPAN OR
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
This announcement does not constitute, or form part of, an offer
to sell, or a solicitation of an offer to purchase any securities
in the United States or any other jurisdiction. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933 as amended (the "Securities Act")
and may not be offered or sold in the United States except to
"qualified institutional buyers" as defined in, and in reliance on,
Rule 144A under the Securities Act. All offers and sales of
securities outside of the United States will be made in reliance
on, and in compliance with, Regulation S under the Securities Act.
There is no intention to register any securities referred to herein
in the United States or to make a public offering of the securities
in the United States.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the Financial Conduct Authority ("FCA") and not
a prospectus (or prospectus equivalent document). Investors should
not subscribe for or purchase any transferable securities referred
to in this announcement except on the basis of information in the
prospectus (the "Prospectus") published by ContourGlobal plc today.
Neither this announcement nor any part of it shall form the basis
of or be relied on in connection with or act as an inducement to
enter into any contract or commitment whatsoever in any
jurisdiction. Copies of the Prospectus will, following publication,
be available for inspection from the Company's registered office:
15 Berkeley Street 6(th) Floor, London W1J 8DY, United Kingdom and
on the Company's website at www.contourglobal.com.
For immediate release
9 November 2017
ContourGlobal plc
Publication of Prospectus
Following the pricing announcement published earlier today in
connection with its initial public offering (the "Global Offer"),
ContourGlobal plc (the "Company") confirms that the Prospectus has
today been approved by the UK Listing Authority.
The Prospectus relates to the proposed admission of the
Company's ordinary shares (the "Shares") to the premium listing
segment of the Official List of the FCA and to trading on the main
market for listed securities of London Stock Exchange plc
("Admission").
Details of the Global Offer are set out in the Prospectus, which
will shortly be available on the Company's website at
www.contourglobal.com and at the Company's registered office at 15
Berkeley Street 6(th) Floor, London W1J 8DY, United Kingdom,
subject to applicable securities laws.
The Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available at:
www.morningstar.co.uk/uk/NSM.
ENQUIRIES
Goldman Sachs International
(Joint Sponsor, Joint Global Co-ordinator
and Joint Bookrunner)
Christoph Stanger
Marco Messeri
Chris Emmerson
Duncan Stewart +44 20 7774 1000
J.P. Morgan Cazenove
(Joint Sponsor, Joint Global Co-ordinator
and Joint Bookrunner)
Achintya Mangla
Jeannette Smits van Oyen
Nicholas Hall
Milena Grayde +44 20 7742 4000
BNP Paribas
(Joint Bookrunner)
Guy Marks +44 20 7595 2000
Florence Sztuder +33 157 082 200
Citigroup Global Markets Limited
(Joint Bookrunner)
Ken Robins
Philip Ten Bosch +44 20 7500 5000
Morgan Stanley & Co International plc
(Joint Bookrunner)
Frank Hermelink
Angus Millar +44 20 7677 8000
RBC Capital Markets
(Joint Bookrunner)
Dai Clement
Darrell Uden +44 20 7653 4000
NM Rothschild & Sons Limited
(Financial Adviser to ContourGlobal L.P.)
Adam Young
Peter Nicklin +44 20 7280 5000
Brunswick
(PR adviser to the Company)
Charles Pretzlik
Simon Maine +44 20 7404 5959
DISCLAIMERS
Important Notice
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 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 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 or Japan or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for Shares in the
United States, Australia, Canada, Japan or any other jurisdiction
where such offer or sale would be unlawful. The Shares have not
been, and will not be, registered under the Securities Act. The
Shares may not be offered or sold in the United States, except to
qualified institutional buyers as defined in, and in reliance on,
Rule 144A under the Securities Act. All offers and sales of
securities outside of the United Sates will be made in reliance on,
and in compliance with, Regulation S under the Securities Act.
There is no intention to register the Shares in the United States
or to make a public offering of the Shares in the United States or
register the Shares 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 or Japan or elsewhere.
In member states of the European Economic Area ("EEA"), this
announcement is only addressed to and directed at qualified
investors ("Qualified Investors") within the meaning of Article
2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the relevant member state of the EEA) and any
implementing measure in each relevant member state of the EEA (the
"Prospectus Directive"). In the United Kingdom this announcement is
directed exclusively at Qualified Investors (i) 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") or (ii)
who fall within Article 49(2)(A) to (D) of the Order, and (iii) to
whom it may otherwise lawfully be communicated, and any investment
activity to which it relates will only be engaged in with such
persons and it should not be relied on by anyone other than such
persons. Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in such member states with such persons and should not be relied on
by anyone other than such persons.
Any subscription or purchase of Shares in the Global Offer
should be made solely on the basis of the information contained in
the final Prospectus to be issued by the Company in connection with
Admission. No reliance may or should be placed by any person for
any purposes whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. The
information in this announcement is subject to change.
The Global Offer timetable, including the publication of the
Prospectus and/or the date of Admission, may be influenced by a
range of circumstances, including market conditions. There is no
guarantee that the Prospectus will be published or that Admission
will occur and you should not base your financial decisions on the
Company's intentions in relation to the Global Offer and Admission
at this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. This announcement does not constitute a
recommendation concerning the Global Offer. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance. Information in this announcement or
any of the documents relating to the Global Offer cannot be relied
upon as a guide to future performance. Potential investors should
consult a professional adviser as to the suitability of the Global
Offer for the person concerned.
Goldman Sachs International, J.P. Morgan Securities plc, BNP
PARIBAS, Citigroup Global Markets Limited, Morgan Stanley & Co.
International plc and RBC Europe Limited (together, the "Banks"),
each of which is authorised in the UK by the Prudential Regulatory
Authority and regulated in the UK by the Prudential Regulatory
Authority and the Financial Conduct Authority and N M Rothschild
& Sons Limited ("Rothschild") which is authorised and regulated
in the UK by the Financial Conduct Authority, are acting
exclusively for the Company (or, in the case of Rothschild,
ContourGlobal L.P. (the "Major Shareholder")) and no one else in
connection with the Global Offer, and will not regard any other
person as their client in relation to the Global Offer and will not
be responsible to anyone other than the Company (or, in the case of
Rothschild, the Major
Shareholder) for providing the protections afforded to their
respective clients or for giving advice in relation to the Global
Offer or the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
Each of the Company, the Banks and their respective affiliates
expressly disclaims any obligation or undertaking to update, review
or revise any forward looking statement contained in this
announcement whether as a result of new information, future
developments or otherwise.
In connection with the Global Offer, any of the Banks or any of
their respective affiliates, acting as investors for their own
accounts, may subscribe for or purchase Shares 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, once
published, 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 Banks or any of their respective affiliates acting as
investors for their own accounts. None of the Banks nor any of
their respective affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
Aside from the responsibilities and liabilities, if any, which
may be imposed on the Banks and Rothschild by the Financial
Services and Markets Act 2000 (as amended) or the regulatory regime
established thereunder or any other applicable regulatory regime,
none of the Banks or Rothschild, nor any of their respective
subsidiary undertakings, affiliates or any of their respective
directors, officers, employees, advisers, agents or any other
person accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the
truth, accuracy, completeness or fairness of the information or
opinions in this announcement (or whether any information has been
omitted from the announcement) or any other information relating to
the Company, its subsidiaries or 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. Each of the Banks, Rothschild and
each of their respective affiliates accordingly disclaims, to the
fullest extent permitted by law, all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of the announcement or its contents. Each of the
Company, the Banks and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement
whether as a result of new information, future developments or
otherwise.
In connection with the Global Offer, Goldman Sachs International
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, over-allot Shares or effect other
stabilization transactions with a view to supporting the market
price of the Shares at a higher level than that which might
otherwise prevail in the open market. The Stabilising Manager will
not be 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 commencement of conditional dealings of the Shares on the
London Stock Exchange and ending no later than 30 calendar days
thereafter. 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. Such stabilisation, 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. 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 Global Offer.
In connection with the Global Offer, the Stabilising 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 the Stabilising Manager to cover short
positions resulting from any such over-allotments and/or from sales
of Shares effected by it during the stabilising period, the Major
Shareholder will grant an over-allotment option to the Stabilising
Manager (the "Over-allotment Option") under the underwriting
agreement between, inter alia, the Banks and the Company, pursuant
to which the Stabilising Manager may require the Major Shareholder
to sell 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 Option will be
exercisable 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 of the Shares on the London
Stock Exchange. Any Over-allotment Shares made available pursuant
to the Over-allotment Option will rank pari passu in all respects
with the Shares, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIOKCDKABDDBDK
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November 09, 2017 11:21 ET (16:21 GMT)
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