REG - Jefferies Int Ltd. Inpost SA Jefferies GmbH Jefferies Int Ltd. - PROPOSED SECONDARY PLACING IN INPOST

InPost SAAnnouncement

10/09/2024 17:00

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RNS Number : 6371D  Jefferies International Limited.  10 September 2024

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.

 

10(th) September 2024

AI Prime & Cy S.C.A. announces the launch of an accelerated placement of
the existing share capital of InPost S.A.

AI Prime & Cy S.C.A. ("AI Prime"), an Advent International company, has
launched an accelerated placement (the "Placement") of c. 20 million ordinary
shares of InPost S.A. (the "Company") representing c. 4% of the Company's
existing share capital.

The Placement is addressed to certain eligible institutional investors only,
with final terms to be determined through an accelerated bookbuilding process.

The books for the Placement will open with immediate effect. Pricing and
allocations are expected to be announced as soon as practicable following the
closing of the books.

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

Barclays Bank PLC, Goldman Sachs International and Jefferies GmbH are acting
as Joint Global Co-Ordinators and Joint Bookrunners for the Placement. BNP
Paribas is acting as Joint Bookrunner for the Placement. STJ Advisors are
acting as advisors to AI Prime on the Placement.

The Company will not receive any proceeds from the Placement.

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 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, THE JOINT BOOKRUNNERS 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 JOINT BOOKRUNNERS 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
INPOST S.A. AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY
VERIFIED AND THE AI PRIME AND THE JOINT BOOKRUNNERS 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 JOINT Global Co-Ordinators and the Joint
Bookrunners or any of their respective 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
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by the JOINT Global Co-Ordinators and the Joint Bookrunners and any
of their respective affiliates acting as investors for their own accounts. The
JOINT Global Coordinators and the Joint Bookrunners do 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 ("BARCLAYS") AND GOLDMAN SACHS INTERNATIONAL ("GSI") ARE
BOTH AUTHORISED IN THE UNITED KINGDOM BY THE PRUDENTIAL REGULATION AUTHORITY
AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATION
AUTHORITY. JEFFERIES GMBH ("JEFFERIES" AND TOGETHER WITH BARCLAYS AND GSI, THE
"BANKS") IS registered in Germany and authorised and regulated by the
Bundesanstalt für Finanzdienstleistungsaufsicht. THE BANKS ARE EACH ACTING AS
A JOINT BOOKRUNNER FOR AI PRIME AND NO-ONE ELSE IN CONNECTION WITH THE
PLACEMENT. NEITHER THE BANKS NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR THEIR
RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL REGARD ANY
OTHER PERSON AS A CLIENT IN CONNECTION WITH THE PLACEMENT DESCRIBED IN THIS
ANNOUNCEMENT 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 PLACEMENT 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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