Pricing of shares offering in Airtel Africa
08/02/2022 07:20
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RNS Number : 0046B Citigroup Global Markets Limited 08 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) NO.596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Press Release
Successful completion of the sale of ordinary shares in Airtel Africa Plc
("Airtel Africa" or the "Company")
8 February 2022
Funds managed by Warburg Pincus LLC and Morningstar Investment Pte Ltd (the
"Sellers") hereby announce the sale of 58 million existing ordinary shares in
Airtel Africa ("Placing Shares") (the "Placing"). The Placing Shares represent
approximately 1.5% of Airtel Africa's issued ordinary share capital.
Gross sale proceeds of the offering amounted to £81.2m, equal to 140 pence
for each ordinary share. The sale will be settled on 10 February 2022.
Citigroup Global Markets Limited ("Citi") acted as Sole Global Coordinator and
Bookrunner in connection with the offering.
Airtel Africa will not receive any proceeds from the Placing.
The Sellers have agreed to a customary 90-day lock-up period from the date of
pricing of the Placing with respect to sales of any remaining shares they hold
in Airtel Africa.
Enquiries:
Citigroup Global Markets Limited
Ken Robins +44 (0) 20 7500 5000
Stuart Field
Chuba Ezenwa
Mihir Unadkat
IMPORTANT NOTICE
This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions), Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and shall not constitute or
form part of an offer to buy, sell, issue, acquire or subscribe for, or the
solicitation of an offer to buy, sell, issue, acquire or subscribe for any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. No action has been
taken that would permit an offering of the securities or possession or
distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes
are required to inform themselves about and to observe any such restrictions.
No prospectus or offering document has been or will be prepared in connection
with the Placing. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation or
registration of any prospectus or offering document relating to the Placing
Shares in such jurisdiction. No action has been taken by the Sellers or any
of their affiliates, that would permit an offering of the Placing Shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction where
action for that purpose is required.
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 (as defined in Regulation S
under the Securities Act) 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. Neither this document nor
the information contained herein constitutes or forms part of an offer to sell
or the solicitation of an offer to buy securities in the United States.
There will be no public offer of any securities in the United States or in any
other jurisdiction.
In the member states of the European Economic Area, this announcement and any
offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom,
this announcement is directed exclusively at Qualified Investors (i) who have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). This document is directed only at Relevant Persons in the
United Kingdom and Qualified Investors in any member state of the EEA, and
must not be acted on or relied on by persons who are not Relevant Persons or
Qualified Investors. Any investment or investment activity to which this
document relates is available only to Relevant Persons or Qualified Investors
and will be engaged in only with Relevant Persons or Qualified Investors.
This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful.
In connection with any offering of the Placing Shares, Citi and its affiliates
acting as an investor for their own account may take up as a proprietary
position any Placing Shares and in that capacity may retain, purchase or sell
for their own account such Placing Shares. In addition they may enter into
financing arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares. They do
not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.
Citi, which is authorised by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation Authority in
the United Kingdom is acting on behalf of the Sellers and no one else in
connection with any offering of the Placing Shares and will not be responsible
to any other person for providing the protections afforded to any of its
clients or for providing advice in relation to any offering of the Placing
Shares. Citi will not regard any other person as its client in relation to
the offering of the Placing Shares.
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