THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES
OF ME GROUP INTERNATIONAL PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
27 February 2025
Proposed secondary placing in
ME Group International PLC
FPCI Montefiore Investment IV, an
entity managed by Montefiore Investment SAS ("Montefiore" or the "Seller"), has indicated its intention
to sell approximately 5% of the issued share capital in ME Group
International plc ("ME
Group" or the "Company") (the "Placing Shares") through a placing to
eligible institutional investors by means of an accelerated
bookbuild (the "Placing").
Joh. Berenberg, Gossler & Co. KG
("Berenberg") is acting as
sole bookrunner and placing agent in relation to the
Placing.
The price per Placing Share will be
determined through an accelerated bookbuild process. The bookbuild
process will commence with immediate effect following this
announcement and may close at any time on short notice. A further
announcement will be made following the completion of the bookbuild
and pricing of the Placing. The Company is not a party to the
Placing and will not receive any proceeds from the
Placing.
The ordinary shares in the Company
held by the Seller following completion of the Placing will be
subject to a 45 calendar day lock-up which is subject to certain
exceptions and may otherwise only be waived with the consent of
Berenberg.
For
further information, please contact:
Berenberg
Richard Andrews / Yasmina
Benchekroun
Tel.: +44 (0) 20 3207 7800
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE
NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY
OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND
DIRECTED AT (1) IF IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2 (E) OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE "EU
PROSPECTUS REGULATION") AND (2) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND WHO ALSO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER");
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
Neither this announcement nor any
copy of it may be taken, transmitted or distributed, 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 South Africa.
Any failure to comply with this restriction may constitute a
violation of U.S., Australian, Canadian, Japanese or South African
securities laws.
This announcement and the
information contained herein is for information purposes only and
does not constitute or form part of any offer or an invitation to
acquire or dispose of securities in the United States, Australia,
Canada, Japan or South Africa or in any jurisdiction in which such
an offer or invitation is unlawful.
The Placing Shares 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, absent
registration, may not be offered or sold, 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 and in compliance with the securities laws of
any relevant State or other jurisdiction of the United States.
There will be no public offering of the Placing Shares in the
United States.
This announcement and the Placing
Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
No prospectus or offering document
has been or will be prepared in connection with the Placing. Any
investment decision to buy securities in the Placing must be made
solely on the basis of publicly available information. Such
information is not the responsibility of and has not been
independently verified by the Seller, Berenberg or any of their
respective affiliates.
The distribution of this
announcement and the offering or sale of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Seller,
Berenberg or any of their respective affiliates that would, or
which is intended to, permit a public offer of the Placing Shares
in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares, in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Seller and Berenberg to inform themselves about and to observe any
applicable restrictions.
Berenberg, which is regulated by the
Federal Financial Supervisory Authority in Germany and in the
United Kingdom is authorised and regulated by the Financial Conduct
Authority, is 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
Berenberg, nor for providing advice in relation to the Placing or
any matters referred to in this announcement.
