TIDMHSTG
RNS Number : 5136E
Barclays Capital Securities Limited
08 May 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
AUSTRALIA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION
IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
Proposed Placing of Shares in Hastings Group Holdings plc
("Hastings" or the "Company")
London, 08 May 2017 - Hastings Investco Limited ("Hastings
Investco" or the "Seller") is announcing its intention to sell
approximately 35 million ordinary shares (the "Placing Shares") in
Hastings for the account of Goldman Sachs Merchant Banking Division
(which has an indirect interest in ordinary shares of Hastings
through Hastings Investco), with part of the proceeds being payable
to participants in the Hastings management incentive plan. The
Placing Shares represent approximately 5.3% of the Company's issued
share capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Goldman Sachs International, Barclays
Bank PLC, acting through its investment bank ("Barclays") and
Credit Suisse Securities (Europe) Limited are acting as joint
bookrunners in connection with the Placing (together, the
"Bookrunners").
The final number of Placing Shares to be placed and the placing
price will be agreed by the Bookrunners and Hastings Investco at
the close of the bookbuild process, and the results of the Placing
will be announced as soon as practicable thereafter. The timings
for the close of the bookbuild process are at the absolute
discretion of the Bookrunners, and decisions regarding pricing and
allocations are to be made jointly by the Bookrunners and Hastings
Investco. Any further sale by the Seller of the Company's ordinary
shares held by the Seller for the account of the Goldman Sachs
Merchant Banking Division will be subject to a 90-day lock-up which
will be subject to customary exceptions and may otherwise only be
waived with the consent of a majority of the Bookrunners.
Hastings will not receive any proceeds from the Placing.
Bookrunners
Goldman Sachs International + 44 (0)20 7774 1000
James Kelly
Will Smiley
Barclays + 44 (0)20 7623 2323
Chris Madderson
Lawrence Jamieson
Credit Suisse Securities (Europe) Limited +44 (0)20 7888 8888
Nick Williams
Stephane Gruffat
Disclaimer
This announcement may not be published, distributed or
transmitted, directly or indirectly, in the United States
(including its territories and possessions), Canada, Australia,
Japan or any other jurisdiction where such an announcement would be
unlawful. The distribution of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession
this document or other information referred to herein 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 an offer of securities for
sale or a solicitation of an offer to purchase securities in the
United States, Germany, Australia, Canada, Japan, or any other
jurisdiction.
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. The shares of
Hastings referred to in this announcement may not be offered or
sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The shares of Hastings have not been, and will
not be, registered under the Securities Act, and there will be no
public offering of the shares of Hastings, or any other securities,
in the United States.
In the United Kingdom, this document is only being distributed
to and is only directed at persons who (i) are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (ii) are persons falling within Article
49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). This document is directed only
at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which this document relates is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
In member states of the European Economic Area (EEA) which have
implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Directive. For these purposes,
the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
No action has been taken that would permit an offering of
securities or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
Goldman Sachs International, Barclays and Credit Suisse
Securities (Europe) Limited, which are authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom are acting only for the Seller in connection with the
Placing and will not be responsible to anyone other than the Seller
for providing the protections offered to the clients of the
Bookrunners, nor for providing advice in relation to the Placing or
any matters referred to in this announcement.
In connection with any offering of the Placing Shares, each of
the Bookrunners and any of their respective affiliates may take up
a portion of the securities in the offering as a principal position
and in that capacity may retain, purchase or sell for their own
account such securities. In addition each of the Bookrunners or
their respective affiliates may enter into financing arrangements
and swaps with investors in connection with which each of the
Bookrunners (or their respective affiliates) may from time to time
acquire, hold or dispose of shares. The Bookrunners do not intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEDMGGKKRDGNZM
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May 08, 2017 11:50 ET (15:50 GMT)
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