TIDMIHP
RNS Number : 1338G
IntegraFin Holdings plc
27 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR SOUTH AFRICA.
For Immediate Release
This announcement is an advertisement and not a prospectus.
Investors should not purchase any shares referred to in this
announcement except on the basis of information in the prospectus
(the "Prospectus") to be published by IntegraFin Holdings plc
("IntegraFin" or the "Company" and, together with its subsidiaries,
the "Group") in due course in connection with the offer of its
ordinary shares (the "Shares") and the proposed admission of its
Shares to the premium listing segment of the Official List of the
UK Listing Authority ("Official List") and to trading on the main
market for listed securities (the "Main Market") of London Stock
Exchange plc (the "London Stock Exchange") (together, "Admission").
Copies of the Prospectus will, following publication, be available
for inspection at the Company's registered office: 29 Clement's
Lane, London EC4N 7AE and on the Company's website at
https://www.integrafin.co.uk/regulatory-news/.
27 February 2018
IntegraFin Holdings plc
Initial Public Offering - Publication of Prospectus
Further to the announcement made earlier today in connection
with the initial public offering of the Company, IntegraFin
Holdings plc is pleased to announce that the Prospectus has now
been approved by the UK Listing Authority.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. In addition, the Prospectus will also
shortly be available from the Company's registered office at 29
Clement's Lane, London EC4N 7AE and on the Company's website at
https://www.integrafin.co.uk/regulatory-news/.
Ends
Enquiries
Peel Hunt - Sponsor +44 (0)20 7418 8900
Jock Maxwell Macdonald
Indy Bhattacharyya
Guy Wiehahn
Rishi Shah
Evercore - Financial Adviser +44 (0)20 7653 6000
Ollie Clayton
Jim Renwick
Demetris Efthymiou
Lucy Wylde
Lansons +44 (0)20 7566 9729
Tony Langham
Rollo Crichton-Stuart
Maddy Morgan-Williams
Eva Murphy
Shiv Talwar
Important Notice
This announcement has been prepared by and is the sole
responsibility of the Company. Terms used but not defined in this
announcement have the meanings given to them in the Prospectus.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, into
the United States, New Zealand, Australia, Canada, Japan or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of United States, New Zealand, Australian,
Canadian, Japanese or South African securities laws. The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any Shares or other securities
in the United States, New Zealand, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
offer or solicitation is unlawful, prior to registration, exemption
from registration or qualification under the securities laws of any
jurisdiction. The Offer and the distribution of this announcement
and other information in connection with the Offer and Admission in
certain jurisdictions may be restricted by law and persons into
whose possession this announcement, 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. Neither this announcement nor any part of it
nor the fact of its distribution 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.
The IPO timetable, including the date of Admission, may be
influenced by things such as market conditions. There is no
guarantee that the Offer and Admission will occur and you should
not base your financial decisions on the Company's intentions in
relation to the Offer and Admission at this stage. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing the entire amount
invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the IPO. The value of Shares can decrease as well as
increase. Potential investors should consult a professional adviser
as to the suitability of the IPO for the person concerned. Past
performance cannot be relied upon as a guide to future
performance.
This announcement is not for 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), New Zealand, Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction where it is unlawful to
distribute this announcement. In particular, this announcement is
not an offer of securities for sale in the United States. The
securities proposed to be offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or jurisdiction of the United States, and may not and
will not be offered, sold, resold, pledged, delivered, distributed
or transferred, directly or indirectly, 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. The securities proposed to be offered will be offered and sold
outside the United States in "offshore transactions" exempt from
the registration requirements of the Securities Act in reliance on
Regulation S, or another exemption from, or in, a transaction not
subject to the registration requirements of the Securities Act.
There will be no public offer of the securities referred to herein
in any jurisdiction, including in the United States, New Zealand,
Australia, Canada, Japan or the Republic of South Africa. The
securities referred to herein have not been registered under the
applicable securities laws of New Zealand, Australia, Canada, Japan
or the Republic of South Africa and, subject to certain exceptions,
may not be offered or sold within New Zealand, Australia, Canada,
Japan or the Republic of South Africa or to any national, resident
or citizen of New Zealand, Australia, Canada, Japan or the Republic
of South Africa.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at Qualified Investors who (i) 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 (the
"Order"), (ii) are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, and (iii) to 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 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.
Any purchase of Shares in the proposed Offer should be made
solely on the basis of the information contained in the Prospectus.
This announcement has not been approved by any competent regulatory
authority.
Peel Hunt is authorised and regulated in the UK by the Financial
Conduct Authority ("FCA") and is acting exclusively for the
Company, and no one else, in connection with the Offer and
Admission and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Offer and Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Offer and
Admission, the contents of this announcement or any transaction or
arrangement referred to in this announcement. Peel Hunt and its
affiliates may have engaged in transactions with, and provided
various investment banking, financial advisory and other services
to, the Company, for which it would have received customary fees.
Peel Hunt and its affiliates may provide such services to the
Company or members of the Group in the future.
Evercore is authorised and regulated in the UK by the FCA and is
acting exclusively for the Company, and no one else, in connection
with the Offer and Admission and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Offer and Admission and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients nor for giving advice in relation to the
Offer and Admission, the contents of this announcement or any
transaction or arrangement referred to in this announcement.
Evercore and its affiliates may have engaged in transactions with,
and provided various investment banking, financial advisory and
other services to, the Company, for which it would have received
customary fees. Evercore and its affiliates may provide such
services to the Company or members of the Group in the future.
Apart from the responsibilities and liabilities, if any, which
may be imposed on them by FSMA or the regulatory regime established
thereunder, neither Peel Hunt, Evercore nor any of its or their
subsidiary undertakings, affiliates or any of their respective
partners, 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, the Shares, the Offer or Admission 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.
In connection with the Offer, Peel Hunt and any of its
affiliates, acting as an investor for its or their own account(s),
may purchase Shares and, in that capacity, may retain, purchase,
sell, offer to sell or otherwise deal for its or their own
account(s) in the Shares, any other securities of the Company or
other related investments in connection with the Offer or
otherwise. Accordingly, references in this announcement and the
Prospectus once published to the Shares being offered, sold,
purchased, acquired, placed or otherwise dealt with should be read
as including any offer or sale to, or purchase, acquisition,
placement or dealing by, Peel Hunt and any of its affiliates acting
as an investor for its or their own account(s). Peel Hunt does 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.
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 which are the subject of the Offer
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, Peel Hunt LLP 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 company news service from the London Stock Exchange
END
PDIBLGDDGGDBGIR
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February 27, 2018 11:01 ET (16:01 GMT)
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