REG - Applied Nutrition - Confirmation of Intention to Float

Deutsche Bank AGAnnouncement

07/10/2024 08:00

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RNS Number : 0842H  Applied Nutrition PLC  07 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

Confirmation of Intention to Float on the Main Market of the London Stock
Exchange

Following the announcement on 30 September 2024 of its expected intention to
float, Applied Nutrition, which was re-registered as a public limited company
on 1 October 2024, today confirms its intention to undertake an initial public
offering and certain details of the Offer.

The Company intends to apply for admission of the Shares to the equity shares
(commercial companies) category of the official list of the FCA and to trading
on the main market of London Stock Exchange plc (the "London Stock Exchange")
("Admission") which is currently expected to occur in October 2024.

Confirmation of Offer Details:

 ·             The Company expects that its shares will be admitted 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 the London Stock Exchange.

 ·             The Offer will comprise existing shares to be sold by certain existing
               shareholders of the
               Company.

 ·             The Offer will be a targeted offering to institutional investors in the United
               Kingdom and elsewhere outside the United States in reliance on Regulation S
               under the U.S. Securities Act of 1933, as amended (the "Securities Act") and
               in the United States to "qualified institutional buyers", as defined in Rule
               144A under the Securities Act.

 ·             The Offer will also be made to Intermediaries using Retail Book Limited for
               distribution to retail investors in the United Kingdom.

 ·             Immediately following Admission, the Company is targeting a free float of at
               least 25% of
               issued share capital and expects that it would be eligible for inclusion in
               the FTSE UK indices.

 ·             Any additional details in relation to the Offer, together with any changes to
               corporate governance arrangements, will be disclosed in a Prospectus, if and
               when published.

 ·             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 possible 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 possible 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 possible 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 a possible
Offer. The value of shares can decrease as well as increase. Potential
investors should consult a professional adviser as to the suitability of a
possible 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 possible Offer and will not regard any other person as a
client in relation to the possible 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 possible 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 possible 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.

 

 

 

 

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