REG - ASOS PLC - Results of Placing

ASOSAnnouncement

26/05/2023 08:00

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RNS Number : 7949A  ASOS PLC  26 May 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
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.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

LEI: 213800H8DBB8JSKDW630

For immediate release

26 May 2023

 

ASOS plc

("ASOS" or the "Company")

Results of Placing

ASOS announces the successful completion of a placing of new ordinary shares
in the capital of the Company ("Ordinary Shares"), raising gross proceeds of
approximately £75 million in support of its Driving Change agenda, designed
to return the business to sustainable profitability and cash generation in H2
FY23 and beyond.

A key pillar of the Driving Change agenda is a robust and flexible balance
sheet. This, in conjunction with the new financing arrangements detailed in
the announcement made on 25 May 2023, provides financial flexibility and
creates a stable base for ASOS' continued execution of its strategy and future
return to growth.

As announced yesterday, the equity raise includes a fully underwritten
non-pre-emptive placing of ordinary shares in the capital of the Company (the
"Placing") and a retail offer via the PrimaryBid platform (the "Retail
Offer"). The Retail Offer remains open to enable retail investors more time to
participate in the equity raise. The Company will announce the number of
Ordinary Shares subscribed to by retail investors via the PrimaryBid platform
(the "Retail Shares") after the Retail Offer has closed.

A total of 17,938,292 new Ordinary Shares in the capital of the Company (the
"Placing Shares") have been placed by J.P. Morgan Securities plc, which
conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P.
Morgan" or "JPMC") and Numis Securities Limited ("Numis"), acting as joint
global coordinators (the "Joint Global Coordinators"), and Joh. Berenberg,
Gossler & Co. KG, London Branch ("Berenberg") (who, together with the
Joint Global Coordinators are acting as joint bookrunners (together, the
"Managers")) at an issue price of 418.1 pence per share (the "Offer Price").

The Placing Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with each other and with the existing Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

Applications have been made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares and Retail Shares to the premium listing
segment of the Official List maintained by the FCA and to the London Stock
Exchange plc (the "LSE") for admission of the Placing Shares and Retail Shares
to trading on the LSE's main market for listed securities (together,
"Admission"). Admission and settlement of the Placing Shares and Retail Shares
is expected to take place on or around 8.00 a.m. on 31 May 2023.

The Company will include details of the total Ordinary Shares in issue
following Admission in its announcement of the results of the Retail Offer,
including the total number of voting rights in ASOS.

Related party transactions

Each of Aktieselskabet af 5.5.2010 and Camelot Capital Partners is a related
party of the Company for the purposes of the Listing Rules as it is a
substantial shareholder of the Company.

Pursuant to, and on the terms of, the Placing:

·      Aktieselskabet af 5.5.2010 have subscribed for 4,998,804 Placing
Shares at the Placing Price, raising gross proceeds of approximately £20.9m;
and

·      Camelot Capital Partners have subscribed for 3,946,424 Placing
Shares at the Placing Price, raising gross proceeds of approximately £16.5m.

The above transactions are classified as smaller related party transactions
under LR 11.1.10R(1) and are therefore disclosed in accordance with
LR11.1.10R(2)(C).

The person responsible for releasing this announcement is Emma Whyte (General
Counsel and Company Secretary).

 

 

 

 

 

For further information:

 ASOS                                                                                                                                                      Tel: 020 7756 1000
 plc
 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

 J.P. Morgan Cazenove

                                                                                                                                                           Tel: 020 7742 4000
 Bill Hutchings / Will Vanderspar / Virginie de Grivel Nigam / Jessica Murray

 Numis                                                                                                                                                     Tel: 020 7260 1000
 Alex Ham / Jonathan Wilcox / Tom Jacob / Jamie Loughborough

 Berenberg                                                                                                                                                 Tel: 020 3207 7800
 Matthew Armitt / Richard Bootle / Marie Moy

 Headland Consultancy                                                                                                                                      Tel: 020 3805 4822
 Susanna Voyle / Stephen Malthouse / Rob Walker

 

Background note

ASOS is a destination for fashion-loving 20-somethings around the world, with
a purpose to give its customers the confidence to be whoever they want to be.
Through its app and mobile/desktop web experience, available in nine languages
and in over 200 markets, ASOS customers can shop a curated edit of over 60,000
products, sourced from nearly 900 global and local third-party brands
alongside a mix of fashion-led own-brand labels - ASOS Design, ASOS Edition,
ASOS 4505, Collusion, Reclaimed Vintage, Topshop, Topman, Miss Selfridge and
HIIT. ASOS aims to give all of its customers a truly frictionless experience,
with an ever-greater number of different payment methods and hundreds of local
deliveries and return options, including Next-Day Delivery and Same-Day
Delivery, dispatched from state-of-the-art fulfilment centres in the UK, US
and Germany.

Pre-Emption Group Reporting

As the Retail Offer remains open to enable retail investors more time to
participate in the equity raise, the Company will include a report on the
results of both the Placing and the Retail Offer in accordance with the most
recently published Pre-Emption Group Statement of Principles (2022) as part of
its announcement of results of the Retail Offer which is expected later today.

 

 

 

 

 

 

 

IMPORTANT NOTICES

This announcement (the "Announcement") and the information contained in it is
not for publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This Announcement is
for information purposes only and does not constitute an offer to sell or
issue, or the solicitation of an offer to buy, acquire or subscribe for shares
in the capital of the Company in the United States, Australia, Canada, Japan
or South Africa or any other state or jurisdiction. This Announcement has not
been approved by the London Stock Exchange.  Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions.

The Placing Shares 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 other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Placing Shares have not been approved, disapproved or recommended
by the U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the United States,
Australia, Canada, Japan, South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States, Australia, Canada,
Japan, the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129 as
amended from time to time (the "EU Prospectus Regulation") or the Prospectus
Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended from time to time, (the "UK
Prospectus Regulation") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000, as amended from time to time  ("FSMA") does not apply.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. This Announcement and the terms
and conditions set out herein are for information purposes only and are
directed only at: (a) in Member States of the European Economic Area, persons
who are "qualified investors" (within the meaning of article 2(e) of the EU
Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom,
persons who are "qualified investors" within the meaning of article 2(e) of
the UK Prospectus Regulation who (i) have professional experience in matters
relating to investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are persons to whom
it may otherwise be lawfully communicated; (all such persons together being
referred to as "relevant persons"). This Announcement and the terms and
conditions set out herein must not be acted on or relied on by persons who are
not relevant persons, if in the United Kingdom, or Qualified Investors, if in
a Member State of the European Economic Area. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any
investment or investment activity to which this Announcement and the terms and
conditions set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Managers, or by any of its or their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

JPMC is authorised by the Prudential Regulatory Authority and regulated in the
United Kingdom by the Prudential Regulatory Authority and the Financial
Conduct Authority (the "FCA"). Numis is authorised and regulated in the United
Kingdom by the FCA. Berenberg is authorised by the German Federal Financial
Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised
and subject to limited regulation by the FCA.  Each of the Managers is acting
solely for the Company and no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on the Managers by FSMA or by the regulatory regime established
under it, none of the Managers nor any of their respective affiliates accepts
any responsibility whatsoever for the contents of the information contained in
this Announcement or for any other statement made or purported to be made by
or on behalf of the Managers or any of their respective affiliates in
connection with the Company, the Placing Shares or the Placing. The Managers
and each of their respective affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or warranty,
express or implied, is made by the Managers or any of their respective
affiliates as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.

The distribution of this Announcement and/or the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or the Managers or any of their respective affiliates
that would, or which is intended to, permit an offering of the Placing Shares
in any jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating to Placing
Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Managers to inform themselves about, and to
observe, such restrictions.

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. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. Any
investment decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Managers.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

This Announcement does not constitute an invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in any jurisdiction.
This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement and
publicly available information. The price and value of securities can go down
as well as up. Past performance is not a guide to future performance.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market of the London
Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of
professional clients as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic UK law by virtue of the European
Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act
2020; (b) eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not meet the
definition of professional client under (b) or eligible counterparty per (c);
and (ii) eligible for distribution through all permitted distribution channels
(the "UK target market assessment").

Notwithstanding the UK target market assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing 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 UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the UK
target market assessment, the Managers will only procure investors who meet
the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the UK target market assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of COBS 9A
and COBS 10A, respectively; 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 Placing Shares.

Each distributor is responsible for undertaking its own UK target market
assessment in respect of the new Placing Shares and determining appropriate
distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

 

 

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