REG - Calisen PLC - Confirmation of intention to float on the LSE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.
Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Calisen plc (the "Company"), a new company to be inserted as the ultimate holding company of Calisen Group Holdings Limited and its subsidiaries and subsidiary undertakings (the Company, together with its subsidiaries and subsidiary undertakings, the "Group" or "Calisen"), in due course in connection with a possible offer of ordinary shares in the Company and the possible admission to listing of such shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus will, if published, be available for inspection from the Company's registered office at 5th Floor, 1 Marsden Street, Manchester M2 1HW and on the Group's website at www.calisen.com, subject to certain access restrictions.
16 January 2020
Calisen plc
Confirmation of intention to float on the London Stock Exchange
Following the announcement by Calisen Group Holdings Limited on 9 January 2020 regarding the publication of a registration document (the "Registration Document"), Calisen today confirms its intention to undertake an initial public offering (the "IPO" or the "Offer") of the ordinary shares (the "Shares") of Calisen plc, a new company to be inserted as the ultimate holding company of the Group (the "Company"). The Company intends to apply for admission of the Shares to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange ("Admission"). Admission will be subject to the requisite regulatory approvals being obtained.
The final offer price in respect of the IPO (the "Offer Price") will be determined following a book-building process, with Admission currently expected to occur in February 2020.
Phil Nolan, Chair of Calisen plc, commented:
"It is a privilege to be joining Calisen as the business prepares for the next stage of its growth with a potential premium listing on the London Stock Exchange. We expect new shareholders in the Company to benefit from Calisen's strong position in Britain's smart metering segment and compelling financial track record with dynamic growth, and the skill and deep sector expertise of an experienced management team. Calisen is at the heart of Britain's smart meter rollout which will play a critical role in supporting the decarbonisation agenda and will deliver significant benefits to British consumers and energy retailers."
Tara Davies, Head of European Infrastructure at KKR, commented:
"We are delighted to be bringing Calisen to market to enhance its growth prospects. We have been impressed by the progress the Group has achieved in the past few years and we look forward to sharing in the Company's continued success as its largest shareholder following the listing."
Confirmation of Offer Details
· The Offer will comprise new Shares to be issued by the Company (expected to raise approximately £300 million of gross proceeds) and an offer of existing Shares to be sold by the majority shareholder, KKR Evergreen Aggregator L.P., and other manager shareholders.
· The directors believe that the Offer and Admission will position Calisen for the next stage of its development, by further raising its profile and providing an appropriate capital structure for future growth, including the funding of existing and new contracts relating to smart meter roll-outs in Britain and increasing financial flexibility.
· The net proceeds from the issue of the new Shares will be used (i) to support future growth, (ii) to repay equity bridge loans, letters of credit and other debt, (iii) to fund existing and new contracts relating to the smart meter roll-out in Britain, and (iv) for other general corporate purposes.
· The Company is targeting a free float of at least 25% of the Company's issued share capital. It is intended that up to a further 15% of the total offer size will be made available by certain existing shareholders pursuant to an over-allotment option.
· Following Admission, the Company expects that it would be eligible for inclusion in the UK's FTSE 250 index and qualify for the LSE's Green Economy Mark on its admission to the Main Market. The Green Economy Mark recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy. The underlying methodology incorporates the Green Revenues data model developed by FTSE Russell.
· The Offer will comprise an offer of Shares to certain institutional and professional investors in the UK and elsewhere outside the United States in reliance on Regulation S, and in the United States, only to persons reasonably believed to be qualified institutional buyers as defined in Rule 144A of the United States Securities Act of 1933, as amended (the "Securities Act"), or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
· Any additional details in relation to the Offer will be disclosed in the Prospectus.
· Calisen has engaged Credit Suisse International to act as Sponsor; Credit Suisse Securities (Europe) Limited ("CSSEL"), KKR Capital Markets Limited ("KKR Capital Markets"), Citigroup Global Markets Limited ("Citi") and HSBC Bank plc ("HSBC") as Joint Global Coordinators and Joint Bookrunners; and Barclays Bank PLC ("Barclays") and Goldman Sachs International ("GS") as Joint Bookrunners.
Dividend policy
· The Company's primary objective is to seek to achieve capital growth for its shareholders. It is the Directors' intention during the current phase of the Smart Meter Implementation Programme to retain the majority of Calisen's cash flow to finance growth and to focus on the installation of smart meters.
· Consequently, during this installation phase, which is expected to continue to December 2024, Calisen intends to pay a nominal dividend. The dividend for 2020 is expected to be approximately £7 million, pro-rated for the number of days for which the Company is listed in 2020 and to remain at that level in the medium term. Once this installation phase has finished, Calisen intends to propose more substantial dividends with a dividend policy that will take into account the mature nature of the smart meter portfolio at that point and future investment opportunities that may be funded from the Group's cash flow.
· The Directors intend to review the Company's dividend policy on an ongoing basis and will consider amendments as and when appropriate, depending on the pace of the smart meter roll-out, Calisen's free cashflow, financial condition, future prospects and any other factors deemed by the Directors to be relevant at the time.
Media Enquiries
Finsbury (public relations adviser to Calisen)
Dorothy Burwell / Alastair Elwen
+44 20 7251 3801
Sponsor
Credit Suisse International
Nick Koemtzopoulos / Luke Gorton / Omri Lumbroso
+44 20 7888 8888
Joint Global Coordinators
Credit Suisse Securities (Europe) Limited
Nick Koemtzopoulos / Luke Gorton / Omri Lumbroso
+44 20 7888 8888
Citigroup Global Markets Limited
James Fleming / Peter Brown / Sian Evans / Chuba Ezenwa
+44 20 7986 4000
HSBC Bank plc
Borja Azpilicueta / Richard Fagan / Efe Kapanci / Giulio Hoffmann
+44 20 7991 8888
KKR Capital Markets Limited
David Bauer / Eric Han
+1 646 901 5959 / +1 646 520 1540
Joint Bookrunners
Barclays Bank PLC
Iain Smedley / Stefano Soldi / Phil Drake
+44 20 7623 2323
Goldman Sachs International
Richard Cormack / Olaf Nordmeyer / Tom Hartley / Keshav Bhojania
+44 20 7774 1000
Important Legal Information
The contents of this announcement, which has been prepared by and is the sole responsibility of Calisen plc, have been approved by Credit Suisse International solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and 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.
This announcement does not constitute or form part of any offer to sell or issue, or any invitation or solicitation of an offer to buy, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada or Japan. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Shares may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The Shares may not be offered or sold in Canada, except to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors who are (i) persons 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"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors and will be engaged in only with such persons
This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. None of Credit Suisse International, CSSEL, KKR Capital Markets, Citi, HSBC, Barclays and GS (together, the "Banks"), the Company or any member of the Group, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers undertake to update, review or revise any such forward-looking statement or any other information contained in this announcement, except to the extent required by applicable law.
Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, 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 date of Admission may be influenced by a variety of factors which include market conditions. The Group may decide not to go ahead with the possible IPO and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur at all or in accordance with the timing indicated in this announcement. 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. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
None of the Banks or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Each of Credit Suisse International, CSSEL, Citi, HSBC, Barclays and GS are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom. KKR Capital Markets is authorised and regulated in the United Kingdom by the FCA. Each of the Banks will be acting exclusively for the Company and no one else in connection with the possible IPO. They will not regard any other person as their client in relation to the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the withdrawal of the UK from the European Union, the Banks may, at their discretion, undertake their obligations in connection with the possible IPO by any of their affiliates based in the EEA.
In connection with the possible IPO, each of CSSEL, KKR Capital Markets, Citi, HSBC, Barclays and GS (together, the "Underwriters") and any of their affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the possible IPO as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own accounts in such Shares and other securities of the Company or related investments and may offer or sell such Shares or other investments otherwise than in connection with the possible IPO. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing of or dealing in the Shares by, any Underwriter and any of its affiliates acting as an investor for its own accounts. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Shares. Neither the Underwriters nor any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the possible IPO, Citigroup Global Markets Limited, as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, on behalf of the Underwriters, over allot Shares up to a total of 15% of the total number of Shares included in the possible IPO or effect other transactions with a view to supporting the market price of the Shares or any options, warrants or rights with respect thereto, or other interest in the Shares or other securities of the Company, in each case at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over the counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Such stabilisation, if commenced, may be discontinued at any time without prior notice. If such stabilisation occurs, it will be undertaken at the London Stock Exchange. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over allotments made and/or stabilisation transactions conducted in relation to the possible IPO.
For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotment and/or from sales of Shares effected by it during the stabilising period, the Stabilising Manager will be granted an over-allotment option (the "Over-allotment Option"), pursuant to which it may purchase, or procure purchasers for, Shares representing up to 15% of the total number of Shares included in the possible IPO at the Offer Price (the "Over-allotment Shares"). The Over-allotment Option will be exercisable in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be made available on the same terms and conditions as Shares being offered pursuant to the possible IPO, will rank pari passu in all respects with all other Shares (including with respect to pre-emption rights) and will form a single class with all other Shares for all purposes, including with respect to voting and for all dividends and distributions thereafter declared, made or paid on the ordinary share capital of the Company.
For the avoidance of doubt, the contents of the Group's website, including the websites of the Group's business units, are not incorporated by reference into, and do not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the possible IPO. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
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