REG - ASOS PLC - Issue of Equity

ASOSAnnouncement

25/05/2023 18:00

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RNS Number : 7280A  ASOS PLC  25 May 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ASOS PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO,
OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA, CANADA,
SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

For immediate release

25 May 2023

 

ASOS plc

("ASOS" or the "Company")

Retail Offer via PrimaryBid

ASOS, the global online fashion platform, today announces a conditional
retail offer of new ordinary shares in the capital of the Company (the "Retail
Offer Shares") via PrimaryBid (the "Retail Offer") at an issue price of 418.1
pence per Retail Offer Share (the "Issue Price"), representing the closing
price of the shares on 25 May 2023.

As separately announced today, the Company is also conducting a fully
underwritten non-pre-emptive placing of new ordinary shares (the "Placing
Shares") at the Issue Price through an accelerated bookbuilding process (the
"Placing"). The price at which the Placing Shares are to be placed is equal to
the Issue Price for the Retail Offer.

Reason for the Retail Offer

The Company values its retail investor base and is therefore pleased to
provide retail investors with the opportunity to participate in the Retail
Offer alongside other investors in line with the Pre-emption Group guidelines.
After consideration of the various options available to it, the Company
believes that the separate Retail Offer, which will give retail investors the
opportunity to participate in the Company's equity fundraising alongside the
Placing, is in the best interests of shareholders, as well as wider
stakeholders of the Company.

The Company will use the proceeds raised to support the changes to its
operating model designed to return the business to sustainable profitability
and cash generation in H2 FY23 and beyond (the "Driving Change agenda") as set
out alongside its FY22 results, as part of the refinancing of its existing
debt. The proceeds are not intended to be used for any acquisition or
specified capital investment.

 

Details of the Retail Offer

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's website (https://app.primarybid.com/) and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app) . Investors may also be able to take
part through PrimaryBid's extensive partner network of investment platforms,
retail brokers and wealth managers, subject to their participation.
Applications for Retail Offer Shares through these partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. The
PrimaryBid app is available on the UK Apple App Store and Google Play Store.

The Retail Offer will open to investors resident and physically located in the
United Kingdom following the release of this Announcement. The Retail Offer is
expected to close at 3.00 p.m. (London time) on 26 May 2023 and may close
early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor under the terms
of the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

Investors who apply for Retail Offer Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is important to note that, once an application for Retail Offer Shares has
been made and accepted via PrimaryBid, that application is irrevocable and
cannot be withdrawn.

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription does not exceed £5 million equivalent.
Accordingly, the Company is not required to publish (and has not published) a
prospectus in connection with the Retail Offer as it falls within the
exemption set out in sections 86(1)(e) and 86(4) of FSMA. The Retail Offer is
only being made in the United Kingdom and is not being made into any
jurisdiction where it would be unlawful to do so.

Investors wishing to apply for Retail Offer Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of the process and any relevant fees or charges.

The Retail Offer Shares will, when issued, be free of all liens, charges and
encumbrances, and rank pari passu in all respects with the Placing Shares to
be issued pursuant to the Placing and the Company's existing ordinary shares
of 3.5 pence each.

Application will be made for the Retail Offer Shares to be admitted to the
premium listing segment of the Official List of the Financial Conduct
Authority and to trading on the Main Market for listed securities of the
London Stock Exchange plc (together, "Admission").

Settlement for the Retail Offer Shares and Admission is expected to take place
at or around 8.00 a.m. (London time) on 31 May 2023. The Retail Offer is
conditional, among other things, upon Admission becoming effective and the
placing agreement entered into by the Company in connection with the Placing
not being terminated in accordance with its terms.

For further information on PrimaryBid or the Retail Offer
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) . The terms and
conditions on which the Retail Offer is made, including the procedure for
application and payment for Retail Offer Shares, are available to all persons
who register with PrimaryBid.

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

 

Enquiries

 ASOS plc                                                                     020 7756 1000

 Jose Antonio Ramos Calamonte, Chief Executive Officer

 Sean Glithero, Interim Chief Financial Officer

 Michelle Wilson, Senior Director of Strategy & Corporate Development

 Holly Cassell, Head of Investor Relations

Website: www.asosplc.com/investors

 PrimaryBid Limited                                                           enquiries@primarybid.com

 Nick Smith

 James Deal

 

 

Important notices

The Retail Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The Retail Offer is not being made into the United States, Australia, Canada,
the Republic of South Africa, Japan or any other jurisdiction where it would
be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful. Further, this Announcement is for information purposes only
and is not an offer of securities in any jurisdiction.

 

 

 

 

 

 

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions which may occur in
the future, are beyond the Company's control and could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this Announcement is subject to
change without notice and, except as required by applicable law, the Company
does not assume any responsibility or obligation to update publicly or review
any of the forward-looking statements contained in it, nor do they intend to.
You should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement. No statement in this Announcement is
or is intended to be a profit forecast or profit estimate or to imply that the
earnings of the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions, the
recipient should not place undue reliance on these forward-looking statements
as a prediction of actual results or otherwise.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com
(https://primarybidassets.s3.eu-west-2.amazonaws.com/4e207bed-5082-4e34-a70b-faf3238f5695.pdf)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer Shares if they
are in any doubt.

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