REG - Barclays Bank PLC Inpost SA - Pricing of accelerated placing of shares in InPost

InPost SAAnnouncement

Tue 07:00

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RNS Number : 1602P  Barclays Bank PLC  01 July 2025

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA 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 FOR SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES
REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

01 July 2025

 

AI Prime & Cy S.C.A. announces pricing of an accelerated placing of shares
of InPost S.A.

 

AI Prime & Cy S.C.A. ("AI Prime"), an Advent International company has
priced an accelerated placing (the "Placing") to institutional investors of
17.5 million ordinary shares in InPost S.A. (the "Company"), constituting
c.3.5% of the Company's existing share capital, at a price of EUR 13.25 per
ordinary share.

 

Upon settlement of the Placing, the aggregate total ownership interest of
Advent International in the Company's issued ordinary share capital will be
c.6.5%. Settlement is expected to occur on 3 July 2025.

 

As part of the transaction, remaining shares in the Company held by AI Prime
will be subject to a 60 day lock-up period from the settlement date, subject
to customary exemptions.

 

Barclays Bank PLC acted as Sole Global Co-ordinator and Bookrunner on the
Placing.

 

The Company will not receive any proceeds from the Placing.

 

IMPORTANT NOTICE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE
EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF
SECURITIES IS TO BE MADE IN THE UNITED STATES AND NEITHER THIS ANNOUNCEMENT
NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
CANADA, SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, SOUTH AFRICAN OR JAPANESE
SECURITIES LAWS.

THIS ANNOUNCEMENT AND ANY OFFER OF SHARES PURSUANT TO THE PLACING ("PLACING
SHARES") IF MADE SUBSEQUENTLY ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS
(1) IN THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND (2) IN THE UNITED KINGDOM,
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION AS
IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "ORDER") OR ARE HIGH NET
WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS").
PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION ON THE BASIS
OF THIS ANNOUNCEMENT AND SHOULD NOT ACT OR RELY ON IT.

THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED (I) WITHIN THE UNITED STATES
ONLY TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE
144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
PURSUANT TO AN EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (II) OUTSIDE THE UNITED
STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE
SUBJECT TO PREVAILING MARKET AND OTHER CONDITIONS. THERE IS NO ASSURANCE THAT
THE PLACING WILL BE COMPLETED, OR IF COMPLETED, AS TO THE TERMS ON WHICH IT IS
COMPLETED. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES WITHOUT REGISTRATION THEREUNDER OR UNLESS PURSUANT TO AN
AVAILABLE EXEMPTION THEREFROM. 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 ANY OTHER
JURISDICTION.

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A
PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO
OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. THE
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES
IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
AI PRIME, BARCLAYS BANK PLC (THE "GLOBAL CO-ORDINATOR") OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC
OFFER OF THE SECURITIES IN ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF
THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE
SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY AI PRIME
AND THE GLOBAL CO-ORDINATOR TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
APPLICABLE RESTRICTIONS.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION
WITH THE PLACING. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING MUST
BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION RELATING TO THE
COMPANY AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED
AND AI PRIME AND THE GLOBAL CO-ORDINATOR ARE NOT RESPONSIBLE, AND EXPRESSLY
DISCLAIM ANY LIABILITY, FOR SUCH INFORMATION. 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 FOR ANY PURPOSE ON THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT OR ON ITS ACCURACY OR COMPLETENESS.

IN CONNECTION WITH THE PLACING, THE GLOBAL CO-ORDINATOR OR ANY OF ITS
AFFILIATES MAY TAKE UP A PORTION OF THE PLACING SHARES AS A PRINCIPAL POSITION
AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL OR OFFER TO SELL FOR ITS OWN
ACCOUNT SUCH PLACING SHARES AND OTHER SECURITIES OF THE COMPANY OR RELATED
INVESTMENTS IN CONNECTION WITH THE PLACING OR OTHERWISE. ACCORDINGLY,
REFERENCES TO THE PLACING SHARES BEING OFFERED, ACQUIRED, PLACED OR OTHERWISE
DEALT IN SHOULD BE READ AS INCLUDING ANY OFFER TO, OR ACQUISITION, PLACING OR
DEALING BY THE GLOBAL CO-ORDINATOR AND ANY OF ITS AFFILIATES ACTING AS
INVESTORS FOR THEIR OWN ACCOUNTS. THE GLOBAL CO-ORDINATOR DOES NOT INTEND TO
DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN
ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.

THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR
INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE COMPANY OR ITS
SHARES.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE PLACING.
THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO DOWN AS WELL
AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. ACQUIRING
PLACING SHARES TO WHICH THIS ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A
SIGNIFICANT RISK OF LOSING ALL OF THE AMOUNT INVESTED. POTENTIAL INVESTORS
SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE PLACING FOR
THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT REPRESENT THE
ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE PLACING AND,
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE PLACING WILL PROCEED. AI PRIME
RESERVES THE RIGHT NOT TO PROCEED WITH THE PLACING OR TO VARY THE TERMS OF THE
PLACING IN ANY WAY.

BARCLAYS BANK PLC IS AUTHORISED IN THE UNITED KINGDOM BY THE PRUDENTIAL
REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE
PRUDENTIAL REGULATION AUTHORITY.  THE GLOBAL CO-ORDINATOR IS ACTING FOR AI
PRIME AND NO-ONE ELSE IN CONNECTION WITH THE PLACING. NEITHER THE GLOBAL
CO-ORDINATOR NOR ANY OF ITS AFFILIATES, NOR THEIR RESPECTIVE PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL REGARD ANY OTHER PERSON AS A
CLIENT IN CONNECTION WITH THE PLACING AND THEY WILL NOT BE RESPONSIBLE TO
ANYONE OTHER THAN AI PRIME FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR
RESPECTIVE CLIENTS OR FOR PROVIDING ADVICE IN CONNECTION WITH THE PLACING
DESCRIBED IN THIS ANNOUNCEMENT OR FOR ANY OTHER MATTERS REFERRED TO HEREIN.

CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT HAVE BEEN SUBJECT TO ROUNDING
ADJUSTMENTS. ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM OR PERCENTAGE CHANGE
OF THE NUMBERS CONTAINED IN THIS ANNOUNCEMENT MAY NOT CONFORM EXACTLY WITH THE
TOTAL FIGURE GIVEN.

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.

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