REG - Cobalt Holdings PLC - Launch of the Retail Offer

FTI ConsultingAnnouncement

Tue 14:15

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RNS Number : 2670K  Cobalt Holdings PLC  27 May 2025

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR
ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

This announcement is an advertisement for the purposes of Rule 3.3 of the
Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA")
made under section 73A of the Financial Services and Markets Act 2000 (the
"FSMA") and is not a prospectus nor an offer of securities for sale in any
jurisdiction, including in or into the United States, Canada, Australia or
Japan.

Potential retail investors should not purchase or subscribe for any shares
referred to in this announcement 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 has been published by Cobalt Holdings plc ("Cobalt Holdings" or
the "Company") today in connection with the proposed global offer of ordinary
shares of the Company (the "Shares") to (i) certain institutional and
professional investors (the "Institutional Offer"), and (ii) retail investors
in the United Kingdom by RetailBook through its network of retail brokers,
wealth managers and investment platforms (the "Retail Offer" and, together
with the Institutional Offer, the "Global Offer") and the proposed admission
of such Ordinary Shares 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 plc (the "London Stock Exchange")
("Admission"). A copy of any Prospectus published by the Company will be
available for inspection on the Company's website at www.cobaltholdingsplc.com
(http://www.cobaltholdingsplc.com) shortly, subject to certain access
restrictions.

 

For immediate release

27 May 2025

Cobalt Holdings plc

 

Launch of the Retail Offer

 

·      Cobalt Holdings announces a conditional Retail Offer of new
ordinary shares of the Company (the "Shares") via RetailBook
(https://www.retailbook.com/) ;

·      The offer price for each Share is $2.56 per Share;

·      Retail investors can take part through RetailBook's partner
network of retail brokers, wealth managers and investment platforms, (subject
to such partners' participation), which includes AJ Bell, Hargreaves Lansdown
and interactive investor;

·      Applications for Shares through these partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as General
Investment Accounts ("GIAs");

·      There is a minimum subscription of $650 per retail investor in
the Retail Offer;

·      No commission will be charged by RetailBook on applications to
the Retail Offer.

·      For more information on how to participate in the Retail Offer,
please click here (https://www.retailbook.com/offers/cobalt) .

 

 

The Retail Offer

 

Cobalt Holdings is pleased to announce the launch of a public offer of Shares
to retail investors resident and physically located in the United Kingdom via
RetailBook (the "Retail Offer").

 

The Retail Offer is being made on the basis outlined in the Prospectus.

 

The terms and conditions of the Retail Offer are set out in Part 13 of the
Prospectus.

 

Further information on Cobalt Holdings and its business is set out in the
Prospectus that has been published. Upon publication, copies of the Prospectus
will be available at the registered office of the Company for a period of 12
months, on the Company's website at https://www.cobaltholdingsplc.com, the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and from participating
retail brokers, wealth managers and investment platforms, subject to
applicable securities laws or regulations.

 

Expected Retail Offer Timetable

 

 Launch of the Retail Offer                                                   27 May 2025
 Application period for the Retail Offer                                      27 May - 4 June 2025
 Latest time and date for receipt of Intermediary Applications in respect of  2 p.m. on 4 June 2025
 the Retail Offer (Retail Offer closes)
 Retail Offer results announcement                                            5 June 2025
 Admission and commencement of unconditional dealings on the London Stock     8:00 a.m. on 10 June 2025
 Exchange

All dates are indicative and subject to change. All times are London time.

 

Accessing the Retail Offer

 

Retail investors can participate through RetailBook's partner network of
investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

 

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor

 

More information on how to participate in the Retail Offer (including a list
of RetailBook's distribution partners) can be found here:
https://www.retailbook.com/offers/cobalt
(https://www.retailbook.com/offers/cobalt) .

 

Applications for the Shares through participating partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Retail
investors wishing to apply using their ISA, SIPP or GIA should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process and any relevant fees or charges.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . Retail investors that wish to receive
alerts for future RetailBook transactions should sign up here:
https://www.retailbook.com/get-started
(https://www.retailbook.com/get-started) .

 

Eligibility for the Retail Offer

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating partner. Eligible retail investors wishing to
subscribe for the Shares should contact their investment platform, retail
broker or wealth manager to confirm if they are participating in the Retail
Offer. Some partners may only accept applications from
existing customers.

 

There is a minimum subscription of USD$650 per investor (a "U.S. Dollar
Application"). Any retail investors submitting an application in pounds
Sterling (the "Sterling Application Amount") will be converted into U.S.
dollars (the U.S. dollar amount resulting from such conversion, the "U.S.
Dollar Conversion Amount"). Such conversion of the Sterling Application Amount
will be effected by or on behalf of RetailBook at the applicable USD:GBP
foreign exchange market rate (and shall take account of any third-party
charges or fees) (the "Effective Sterling Price") once allocations in the
Retail Offer have been confirmed to RetailBook.

 

The Effective Sterling Price will be notified by RetailBook to the relevant
Intermediaries when allocations of the Shares are confirmed to Intermediaries.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for the Shares and investment in the
Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries

 

 Cobalt Holdings plc                       via FTI Consulting

 Jake Greenberg, Chief Executive Officer

 David Haughie, Chief Financial Officer

 RetailBook Limited                        c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                         (mailto:capitalmarkets@retailbook.com) @retailbook.com
                                           (mailto:capitalmarkets@retailbook.com)

 Fahim Chowdhury / Michael Ward

 FTI Consulting                            +44 (0) 20 3727 1000

 Ben Brewerton / Ariadna Peretz            cobaltholdings@fticonsulting.com

 Investor Relations                        +44 7557 224386

 Matthew Walker / Chris Dyett              matthew.walker@cen-grp.com

 

Further information on the Company can be found on its website at
https://www.cobaltholdingsplc.com (http://www.cobaltholdingsplc.com/)

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Shares have not been and will not be registered under the US Securities
Act of 1933, as amended (the "US Securities Act") or under the applicable
state securities laws of the United States and may not be offered or sold
directly or indirectly in or into the United States. No public offering of
the Shares is being made in the United States. The Shares are being offered
and sold outside the United States in "offshore transactions", as defined
in, and in compliance with, Regulation S under the US Securities Act. In
addition, the Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.

 

This announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy or subscribe for Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any 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.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited ("RetailBook") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN 994238).

 

The value of the Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective retail investors are
cautioned not to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and RetailBook expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange or
applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including 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 or 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. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast or
estimate and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the current or
future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Shares to be issued or sold pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

 

 

END

 

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