REG - UBS AG London Branch - Proposed placing in Associated British Foods PLC

Associated British FoodsAnnouncement

30/05/2024 17:45

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RNS Number : 5274Q  UBS AG London Branch  30 May 2024

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NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING,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, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

 

Proposed placing of approximately 10.3 million shares in Associated British
Foods PLC

Howard Investments Limited ("Howard"), a wholly owned subsidiary of Wittington
Investments Limited ("Wittington"), announces that it intends to sell
approximately 10.3 million ordinary shares in Associated British Foods PLC
("ABF"), equivalent to approximately 1.4% of ABF's issued share capital and
less than 2.4% of the combined holding of Wittington and Howard in ABF.

ABF announced a £500 million share buyback programme with its last full year
results in November 2023 (the "FY24 buyback"). Since the commencement of the
FY24 buyback, the combined shareholding of Wittington and Howard has increased
from 56.4% to 57.5% of ABF's issued share capital as of the date of this
announcement as a consequence of no shares having been sold by them. Following
completion of the proposed transaction and the remainder of the FY24 buyback,
the percentage interest represented by the combined shareholding of Wittington
and Howard is expected to be broadly in line with its level prior to the
commencement of the FY24 buyback.

The transaction will be conducted through a placing of ordinary shares in ABF
to institutional investors (the "Offering") by means of an accelerated
bookbuild offering process, which is to start immediately.

A further announcement will be made following completion of the bookbuild and
pricing of the Offering.

Howard has entered into a secondary block trade agreement with UBS AG, London
Branch ("UBS") under which UBS has been appointed as Bookrunner for the
Offering.

Wittington has agreed that neither it nor Howard will sell any further shares
in ABF for the remainder of ABF's current financial year ending 14(th)
September 2024 without the consent of UBS. Wittington is committed to
maintaining a majority stake in ABF.

 

About Wittington

Wittington Investments Limited is a privately-owned company which invests in a
variety of asset classes. Its principal investment is its majority holding in
Associated British Foods PLC. The Garfield Weston Foundation
(https://garfieldweston.org/) - a charitable grant-making body which supports
a wide range of causes across the UK - owns a majority stake (79.2%) in
Wittington.

 

About ABF

Associated British Foods is a diversified international food, ingredients and
retail group with annual sales of £20bn and 133,000 employees in 55
countries. It has significant businesses in Europe, Africa,
the Americas, Asia and Australia.

 

Media Enquiries

Citigate Dewe
Rogerson:

Angharad
Couch
+44 (0) 7507 643 004

Disclaimer

The contents of this announcement have been prepared by and are the sole
responsibility of Howard. Howard makes no representation or warranty as to the
appropriateness, accuracy, completeness or reliability of the information in
this announcement.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security; nor shall be there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Offering and, accordingly, there can be no
certainty that the Offering will proceed. Howard reserves the right not to
proceed with the Offering or to vary the terms of the Offering in any way.

Information regarding forward-looking statements

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and include
statements regarding intentions, beliefs or current expectations. No
assurances can be given that the forward-looking statements in this
announcement will be realised. As a result, no undue reliance should be placed
on these forward-looking statements as a prediction of actual events or
otherwise.

No offer

Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or purchase whatsoever in
any jurisdiction and shall not constitute or form part of an offer to sell or
the solicitation of an offer to buy any securities in the United States or in
any other jurisdiction. In particular, the securities referred to herein may
not be offered or sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The shares to which this announcement relates have not been
and will not be registered under the Securities Act and Howard does not intend
to register any part of the Offering in the United States or to conduct a
public offering in the United States of the shares to which this announcement
relates.

This announcement does not constitute a prospectus or an offer or invitation
to purchase securities. This announcement is only addressed to, and directed
at, persons who are "qualified investors", being persons falling within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 and 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"); or (ii) are
persons falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (b) persons to whom it may
otherwise lawfully be communicated (each such persons in (a) and (b) together
being referred to as "Relevant Persons").

In addition, this announcement is not being distributed, nor has it been
approved for the purposes of Section 21 of the Financial Services and Markets
Act 2000 ("FSMA"), by a person authorised under FSMA.

This document is directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Under no circumstances
should persons who are not Relevant Persons rely or act upon the contents of
this announcement. Any investment or investment activity to which this
announcement relates in the United Kingdom is available only to, and will be
engaged only with, Relevant Persons. Persons distributing this announcement
must satisfy themselves that it is lawful to do so.

The Offering and the distribution of this announcement and other information
in connection with the Offering in certain jurisdictions may be restricted by
law. No action has been taken that would permit the Offering or distribution
of this announcement in any jurisdiction where action for such purpose is
required. Persons into whose possession any 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.

UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland. It is authorised by the Prudential Regulation Authority and
subject to regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United Kingdom. UBS
is acting exclusively as Bookrunner for Howard and no one else in connection
with the Offering. In connection with such matters, UBS will not regard any
other person as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing advice in
relation to the Offering, the contents of this announcement or any other
matter referred to herein.

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