REG - ASOS PLC - Results of Retail Offer

ASOSAnnouncement

26/05/2023 18:00

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RNS Number : 8762A  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NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING,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.

LEI: 213800H8DBB8JSKDW630

For immediate release

26 May 2023

ASOS plc

("ASOS" or "the Company")

Results of Retail Offer

ASOS announces the successful completion of the retail offer of new ordinary
shares in the capital of the Company ("Ordinary Shares") via the PrimaryBid
platform (the "Retail Offer") that was announced yesterday. Retail investors
have subscribed via the PrimaryBid platform for a total of 1,155,509 new
Ordinary Shares (the "Retail Offer Shares") at an issue price of 418.1 pence
per share, raising gross proceeds of £4,831,183 and representing
approximately 1.2 per cent of the Company's issued share capital prior to the
Equity Raise (as defined below).

This follows the successful completion of the fully underwritten
non-pre-emptive cash placing of Ordinary Shares that was announced earlier
today (the "Placing").

In aggregate, the Placing and the Retail Offer (the "Equity Raise") comprises
19,093,801 new Ordinary Shares, representing approximately 19.1 per cent of
the Company's existing issued share capital, and raising gross proceeds of
approximately £80 million.

The Retail Offer Shares will, when issued, be credited as fully paid and rank
pari passu in all respects with each other, the shares to be issued under the
Placing 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 Retail Offer 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 Retail Offer Shares to trading on the LSE's main
market for listed securities (together, "Admission"). Admission and settlement
of the Retail Offer Shares is expected to take place on or before 8.00 a.m. on
31 May 2023.

Following Admission, the Company will have a total of 119,138,301 Ordinary
Shares in issue (with no shares held in treasury).

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 (http://www.asosplc.com/investors)

 PrimaryBid Limited                                                                                                                                        Email: enquiries@primarybid.com
 Nick Smith

James Deal

 

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

The Placing and Retail Offer are non-pre-emptive issues of equity securities
for cash, and accordingly the Company makes the following report in accordance
with the most recently published Pre-Emption Group Statement of Principles
(2022).

 Name of Issuer       ASOS plc
 Transaction details  In aggregate, the Equity Raise of 19,093,801 Ordinary Shares represents
                      approximately 19.1% of the Company's issued ordinary share capital. Settlement
                      for the new Ordinary Shares and Admission are expected to take place on or
                      before 8 a.m. on 31 May 2023.
 Use of proceeds      The use of proceeds of the Equity Raise is to support the Company's changes to
                      its operating model through the Driving Change agenda as set out alongside its
                      FY22 results, as part of the refinancing of its existing debt. The proceeds of
                      the Equity Raise are not intended to be used for any acquisition or specified
                      capital investment.
 Quantum of proceeds  In aggregate, the Equity Raise represents gross proceeds of approximately £80
                      million and net proceeds of approximately £78 million.
 Discount             The offer price was 418.1 pence representing the closing price of the shares
                      on 25 May 2023.
 Allocations          Soft pre-emption has been adhered to in the allocations process. The Company
                      was fully involved in the allocations process, which has been carried out in
                      compliance with all applicable MiFID II requirements and allocation policies.
 Consultation         As outlined in the launch announcement made by the Company on 25 May 2023
                      entitled "New Financing Arrangements & Equity raise", the Company
                      consulted with and obtained pre-launch underwriting commitments from its two
                      largest shareholders, Aktieselskabet Af 5.5.2010 and Camelot Capital Partners,
                      as well as another shareholder, IGY Limited.
 Retail investors     The Equity Raise included a Retail Offer for a total of 1,155,509 Retail Offer
                      Shares via the PrimaryBid platform.

                      Retail investors, who participated in the Retail Offer, were able to do so at
                      the same offer price as all other investors participating in the Equity Raise
                      announced on 25 May 2023. The Retail Offer was also left open for a longer
                      period than the Placing in order that retail investors had a longer
                      opportunity to participate.

                      The Retail Offer was made available to existing shareholders and new investors
                      in the UK. Investors were able to participate through PrimaryBid's platform
                      via its partner network (covering 60+ FCA registered intermediaries) and
                      through PrimaryBid's free-to-use direct channel. Investors had the ability to
                      participate in this transaction through ISAs and SIPPs, as well as General
                      Investment Accounts (GIAs). This combination of participation routes meant
                      that, to the extent practicable on the transaction timetable, eligible UK
                      retail investors had the opportunity to participate in the Equity Raise
                      alongside institutional investors.

 

 

IMPORTANT NOTICES

This announcement (together, 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 Retail Offer 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 Retail Offer 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 Retail Offer 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 Retail Offer Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the Retail Offer 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 has been issued by, and is the sole responsibility of, the
Company.

The distribution of this Announcement and/or the offering of the Retail Offer
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or any of its affiliates that would, or which is intended
to, permit an offering of the Retail Offer Shares in any jurisdiction or
result in the possession or distribution of this Announcement or any other
offering or publicity material relating to the Retail Offer 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 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 Retail Offer Shares. Any investment decision to buy Retail
Offer Shares in the Retail Offer must be made solely on the basis of publicly
available information.

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 Retail Offer. 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 Retail Offer Shares to be issued pursuant to the Retail Offer 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 new Ordinary Shares have been subject to a product
approval process, which has determined that such new Ordinary 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 Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Ordinary 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. 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 new Ordinary
Shares. Each distributor is responsible for undertaking its own UK target
market assessment in respect of the new Ordinary Shares and determining
appropriate distribution channels.

 

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