REG - Applied Nutrition - Announcement of Price Range

AberdeenAnnouncement

15/10/2024 08:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241015:nRSO2082Ia&default-theme=true

RNS Number : 2082I  Applied Nutrition PLC  15 October 2024

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Canada, Japan,
the Republic of South Africa, Australia or any jurisdiction where to do so
would constitute a violation of the relevant laws in that jurisdiction or
which would require any registration or licensing within that jurisdiction.

This announcement is an advertisement for the purposes of Rule 3.3.2 of the
Prospectus Regulation Rules made by the Financial Conduct Authority (the
"FCA") under section 73A of the United Kingdom's Financial Services and
Markets Act 2000, as amended ("FSMA"). This announcement is not a prospectus
and investors should not purchase any securities referred to in this
announcement except on the basis of the information in any final prospectus
(the "Prospectus") published by Applied Nutrition plc (the "Company" or
"Applied Nutrition" and, together with its subsidiaries, the "Group") and
approved by the FCA in relation to the proposed offer (the "Offer") for sale
of existing ordinary shares in the capital of the Company and admission
("Admission") of the ordinary shares in the Company (the "Shares") to trading
on London Stock Exchange plc's main market for listed securities and to
listing in the equity shares (commercial companies) category of the official
list of the FCA (the Offer and Admission together, the "Transaction"). Upon
such publication, a copy of the Prospectus will be available on the Company's
website at http://appliednutritionplc.com (http://appliednutritionplc.com) .

Applied Nutrition plc

Announcement of Price Range

Following the confirmation of intention to float announcement on 7 October
2024, Applied Nutrition today announces the price range for its planned
initial public offering, and the intention to publish its Prospectus, which is
expected to take place later today.

Offer highlights:

 ·             The price range for the Offer has been set at 136 to 160 pence per Share,
               implying an estimated market capitalisation at Admission of between
               approximately £340 million and £400 million.

 ·             The Offer comprises up to 137,408,477 existing Shares to be sold by certain
               existing shareholders of the Company.

 ·             The Company will apply for admission of its Shares to the equity shares
               (commercial companies) category of the official list of the FCA and to trading
               on the main market for listed securities of London Stock Exchange plc.

 ·             The Company is very pleased to have the support of four prominent and highly
               successful North West entrepreneurs, including Mohsin Issa, who have committed
               to participate in the Offer to an aggregate value of £25 million pursuant to
               cornerstone investment agreements.

 ·             The Company's directors believe that the Offer and Admission will:

               o  support the Group's growth plans by increasing the Group's public profile
               and brand awareness;

               o  further improve the ability of the Group to attract and retain high
               quality talent; and

               o  create a liquid market in the Shares.

 ·             The Offer will include an intermediaries offer, using Retail Book Limited for
               distribution to retail investors in the United Kingdom (the "RetailBook
               Intermediaries Offer"). The RetailBook Intermediaries Offer is expected to
               open following publication of the Prospectus and have a minimum application
               size of £250. Individuals must apply in the RetailBook Intermediaries Offer
               through participating intermediaries. The latest time and date for receipt of
               applications by intermediaries is 10:00 am on 23 October 2024. A list of the
               participating intermediaries as at the date of this announcement can be found
               below:

               o  AJ Bell
               o  Hargreaves Lansdown
               o  Interactive Investor

 ·             It is currently expected that Admission will occur in October 2024.

 ·             Any additional details in relation to the Offer, together with any changes to
               corporate governance arrangements, will be disclosed in the Prospectus, which
               is expected to be published later today.

 ·             The Company has engaged Numis Securities Limited trading as Deutsche Numis as
               the sole sponsor, sole global co-ordinator and sole bookrunner.

 

 

For more information, please contact:

 Alma Strategic Communications (Public Relations adviser to Applied Nutrition)    T:  +44 (0) 203 405 0205

 Rebecca Sanders-Hewett, Josh Royston, Sam Modlin, Joe Pederzolli, Sarah Peters   appliednutrition@almastrategic.com
 Sole Sponsor, Sole Global Co-ordinator and Sole Bookrunner                       T:  +44 (0) 207 260 1000

 Deutsche Numis

 James Taylor, Tom Jacob, Jamie Loughborough, Jonny Abbott, Henry Slater

IMPORTANT LEGAL INFORMATION

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Numis Securities Limited
trading as Deutsche Numis ("Deutsche Numis") solely for the purposes of
section 21(2)(b) of FSMA.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance should be placed for
any purposes whatsoever on the information contained in this announcement or
on its completeness, including (without limitation) in connection with any
contract or commitment or investment decision whatsoever.

This announcement is not for publication, distribution or release, in whole or
in part, 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 (the "Securities Act"), and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements under the Securities
Act. No public offering of securities is being made in the United States.

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into Australia, the Republic of South
Africa, Japan, Canada or any other country outside of the United Kingdom where
such distribution may lead to a breach of any legal or regulatory requirement
(each a "Restricted Jurisdiction"). The Shares have not been, and will not be,
registered under the applicable securities laws of (and clearances have not
been, and will not be, obtained from the relevant securities authorities or
commissions of) any Restricted Jurisdiction. The distribution of this
announcement in or into (or to persons or residents in, or citizens of)
jurisdictions outside of the United Kingdom may be restricted by law and
persons into whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of the relevant
jurisdiction.

In the member states of the European Economic Area ("EEA"), this announcement
is only addressed to and directed at persons who are qualified investors
within the meaning of the Prospectus Regulation ("Qualified Investors"). The
term "Prospectus Regulation" means either (a) Regulation (EU) 2017/1129 of the
European Parliament and of the Council (as amended) on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market; and repealing Directive 2003/71/EC, or (b) the United
Kingdom's version of Regulation (EU) 2017/1129 of the European Parliament and
of the Council (as amended) on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, which
is part of United Kingdom's law by virtue of the European Union (Withdrawal)
Act 2018, as applicable. In the United Kingdom, this announcement is only
addressed to and directed at Qualified Investors in the United Kingdom who are
reasonably believed by the Company to be persons of a kind described in
Article 19 (Investment Professionals), Article 48 (High Net Worth Individuals)
and Article 49 (High Net Worth Companies, Unincorporated Associations, etc) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended ("FPO") or any other recipient that is a Qualified Investor in the
United Kingdom to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) in connection with the
sale of any securities of the Company may otherwise lawfully be communicated
or caused to be communicated (together, "Relevant Persons").

Persons who fall outside these categories in the EEA or the United Kingdom,
respectively, should not rely on or act upon the matters communicated in this
announcement. Any investment activity to which this announcement relates (i)
in the United Kingdom is available only to, and may be engaged in only with,
Relevant Persons, and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.

This announcement may contain forward-looking statements, which relate, inter
alia, to the Group's proposed strategy, plans and objectives. Forward-looking
statements are sometimes identified by the use of terminology such as (but not
limited to) "believes", "expects", "may", "will", "could", "shall", "risk",
"intends", "estimates", "aims", "plans", "predicts", "continues", "assumes",
"positions" or "anticipates" or the negatives thereof, other variations
thereon or comparable terminology. By its very nature, such forward-looking
information requires the Company to make assumptions that may or may not
materialise. Such forward-looking statements may be price-sensitive and
involve known and unknown risks, uncertainties and other important factors
beyond the control of the Company that could cause the actual performance or
achievements of the Group to be materially different from such forward-looking
statements. Past performance is not a reliable indicator of future results
and, in particular, past performance of the Group cannot be relied upon as a
guide to future performance. Accordingly, you should not rely on any
forward-looking statements and the Company accepts no obligation to
disseminate any updates or revisions to such forward-looking statements. No
statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share for the current or future financial periods would
necessarily match or exceed historical published earnings per share. As a
result, you are cautioned not to place any undue reliance on such
forward-looking statements. Neither the Company nor anyone else is under any
obligation to update or keep current the information contained in this
announcement. No representation or warranty, express or implied, is given by
or on behalf of the Company, Deutsche Numis or any of their directors,
officers, partners, employees, advisers, agents, affiliates, representatives
or any other persons as to the accuracy, fairness, completeness, verification
or sufficiency of the information or opinions contained in this announcement
or for any other statement made or purported to be made by them, or on their
behalf, in connection with the Company, the Shares or the Transaction and
nothing in the announcement will be relied upon as a promise or representation
in this respect, whether as to the past or future. Save in the case of fraud,
no liability is accepted for any errors, omissions or inaccuracies in any of
the information or opinions in this announcement or for any loss, cost or
damage suffered or incurred howsoever arising, directly or indirectly, from
any use of this announcement or otherwise in connection with the subject
matter of this announcement. Accordingly, each of the Company and Deutsche
Numis disclaims, to the fullest extent permitted by applicable law, all and
any responsibility or liability, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise have in
respect of the announcement or any such statement.

Any purchase of Shares in the Offer should be made solely on the basis of
information contained in the Prospectus which may be issued by the Company in
connection with the Offer. The information in this announcement is subject to
change. Before purchasing any Shares, persons viewing this announcement should
ensure that they fully understand and accept the risks which will be set out
in the Prospectus, if published. This announcement shall not constitute, or
form part of, any offer or invitation to sell, or any solicitation of any
offer to acquire, any Shares or any other securities, nor shall it (or any
part of it), or the fact of its distribution, form the basis of, or be relied
on in connection with, or act as any inducement to enter into, any contract or
commitment whatsoever.

The Company may decide not to go ahead with the Offer and there is therefore
no guarantee that a Prospectus will be published, the Offer will be made or
Admission will occur. Potential investors should not base their financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning the Offer.
The value of shares can decrease as well as increase. Potential investors
should consult a professional adviser as to the suitability of the Offer for
the person concerned.

Deutsche Numis is authorised and regulated in the United Kingdom by the FCA.
Deutsche Numis is acting exclusively for the Company and no one else in
connection with the Offer and will not regard any other person as a client in
relation to the Offer 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 or any transaction or arrangement referred to
in this announcement. Deutsche Numis and its affiliates may have engaged in
transactions with, and provided various investment banking, financial advisory
and other services to, the Company for which they would have received
customary fees. Apart from the responsibilities and liabilities, if any, that
may be imposed on Deutsche Numis by FSMA or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would be illegal,
void or unenforceable, Deutsche Numis accepts no responsibility whatsoever
for, and makes no representation or warranty, express or implied, as to the
contents of, this announcement or for any other statement made or purported to
be made by it, or on its behalf, in connection with the Company, the Shares or
the Offer and nothing in this announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or future.

Certain data in this announcement, including financial, statistical and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables have been rounded
and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company's websites, or any
website directly or indirectly linked to the Company's websites, are not
incorporated by reference into, and do not form part of, this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FURFIFESIALELIS