TIDMIBST
RNS Number : 7482I
UBS Limited
01 September 2016
Press release, 1 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Proposed Placing of approximately 40.5 million ordinary shares
in Ibstock plc
J.P.Morgan Securities Plc (which conducts its UK investment
banking activity as J.P. Morgan Cazenove) and UBS Limited have been
retained by Diamond (BC) S.A R.L (the "Seller") to explore the
opportunity to sell approximately 40.5 million ordinary shares
("Placing Shares") in the capital of Ibstock plc ("Ibstock") to
institutional investors.
The Seller currently owns 190,700,435 ordinary shares,
corresponding to 47.0 per cent of Ibstock's entire issued share
capital.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process (the "Placing") to institutional
investors. The bookbuilding period will commence today, 1(st)
September 2016, and may close at any time on short notice. The
results of the Placing will be announced as soon as practicable
after the closing of the bookbuilding process.
In the context of the Placing, any of the ordinary shares in
Ibstock held by the Seller which are not sold in the Placing will
be subject to a 60-day lock-up undertaking (subject to certain
customary exceptions).
J.P.Morgan Cazenove and UBS Limited are acting as joint
bookrunners in connection with the Placing. Rothschild is acting as
financial adviser to the Seller in connection with the Placing.
Diamond (BC) S.A R.L is an entity indirectly controlled by
investment funds advised by Bain Capital Europe, LLP or its
affiliates.
Ibstock will not receive any proceeds from the Placing.
Enquiries
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Charles Pretzlik
James Deal
Lorenzo Soler
UBS Limited +44 (0) 20 7567 8000
Christopher Smith
Gareth McCartney
Alex Bloch
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia
or 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
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. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, in the United States, absent registration
under or an exemption from, or transaction not subject to, the
registration requirements of, the Securities Act. No public
offering of securities is being made in the United States or in any
other jurisdiction.
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 of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the Prospectus Directive
("Qualified Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State. In the United Kingdom this
announcement is only being distributed to, and is only directed at,
and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in
only with, Qualified Investors who are (i) investment professionals
falling with Article 19(5) of the UK Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
"Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Placing Shares may otherwise be lawfully communicated
(all such persons together 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.
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 on the basis of all
publicly available information relating to Ibstock and Ibstock's
shares. Such information has not been independently verified. 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 or completeness.
In connection with the Placing, J.P.Morgan Cazenove and UBS
Limited or any of their respective 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 of Ibstock or related
investments in connection with the Placing or otherwise.
Accordingly, references 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, J.P.Morgan Cazenove, UBS Limited and any of
their respective affiliates acting as investors for their own
accounts. J.P.Morgan Cazenove and UBS Limited do not intend 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 does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Ibstock or Ibstock's shares. J.P.Morgan Cazenove and
UBS Limited which are authorised by the Prudential Regulatory
Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA, are acting for the Seller only in connection
with the Placing and no one else, and will not be responsible to
anyone other than the Seller for providing the protections offered
to clients of J.P.Morgan Cazenove and UBS Limited, nor for
providing advice in relation to the Placing Shares or the
Placing.
N M Rothschild & Sons Ltd, which is authorised by the PRA
and regulated by the FCA and the PRA, is acting for Diamond (BC)
S.A R.L and for no one else in connection with the Placing and will
not be responsible to anyone other than Diamond (BC) S.A R.L for
providing the protections afforded to its 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBAKDDNPBKDNCK
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