Completion of the sale in Airtel Africa Plc
25/03/2022 07:00
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RNS Number : 9850F J.P. Morgan Securities PLC. 25 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 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, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Press Release, 25 March 2022
Completion of the sale of ordinary shares in Airtel Africa Plc
Further to the announcement released on 24 March 2022 in relation to a
proposed secondary placing of ordinary shares in Airtel Africa plc ("Airtel
Africa" or the "Company"), Singapore Telecom International Pte Ltd (the
"Selling Shareholder") has sold 60 million ordinary shares in the Company
(the "Placing Shares") at a price of 140 pence per share (the "Placing")
raising aggregate gross proceeds of £84 million. The Placing Shares represent
approximately 1.6 per cent. of the Company's issued ordinary share capital (as
at the date of this announcement).
The Placing was conducted through an accelerated bookbuild and is expected to
settle on 29 March 2022. J.P. Morgan Securities plc which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")
acted as sole bookrunner.
The Selling Shareholder will be locked up in respect of its residual holding,
representing approximately 3.9 per cent. of the Company's issued ordinary
share capital (as at the date of this announcement), for a period of 90 days
post settlement of the Placing, subject to waiver by J.P. Morgan Cazenove.
Airtel Africa will not receive any proceeds from the Placing.
Enquiries:
J.P. Morgan Cazenove +44 207 742 4000
Achintya Mangla
Aloke Gupte
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This announcement is not for publication, distribution or release, directly or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 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. 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.
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 Selling Shareholder or J.P.
Morgan Cazenove 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,
subject to certain exemptions, may not be offered or sold in the United States
(as defined in Regulation S under 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 member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors' within the
meaning of the Prospectus Regulation ("Qualified Investors"). For these
purposes, the expression 'Prospectus Regulation' means Regulation (EU)
2017/1129.
In the United Kingdom, this announcement is directed exclusively at persons
who are 'qualified investors' within the meaning of the UK Prospectus
Regulation and (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 being referred to as
"Relevant Persons"). For these purposes, the expression 'UK Prospectus
Regulation' means Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018. In the United
Kingdom, this announcement is directed only at Relevant Persons and must not
be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is available
in the United Kingdom only to Relevant Persons and will be engaged in only
with Relevant Persons.
In connection with any offering of the Placing Shares, J.P. Morgan Cazenove
and any of 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.
J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting on behalf of the Selling Shareholder 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. J.P. Morgan Cazenove will not regard any other person as its client
in relation to the offering of the Placing Shares.
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