REG - Jefferies Int Ltd. Jefferies Int Ltd. Bank of Cyprus Hldgs - Result of Placing in Bank of Cyprus

Jefferies FinancialAnnouncement

09/10/2024 08:15

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RNS Number : 4423H  Jefferies International Limited.  09 October 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 OR
THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE
ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD
BE PROHIBITED BY APPLICABLE LAW.

 

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

9 October 2024

Result of sale of ordinary shares in Bank of Cyprus Holdings plc ("Bank of
Cyprus" or the "Company") by certain funds managed by AB CarVal Investors,
L.P. ("AB CarVal")

Following the press release issued yesterday on 8 October 2024, AB CarVal has
successfully completed the sale of 13.5 million ordinary shares in Bank of
Cyprus, equivalent to c.3% of the Company's issued share capital, through a
placing to institutional investors by way of an accelerated bookbuilding
process (the "Placing"). The price in the Placing was set at EUR 4.20 per
share and the Placing will be settled by delivery of shares and payment of
consideration on 11 October 2024.

Merrill Lynch International ("BofA Securities") and Jefferies International
Limited ("Jefferies") are acting as Joint Global Coordinators and Joint
Bookrunners in the Placing (together the "Managers").

After the Placing, AB CarVal will hold c.27 million ordinary shares in the
Company corresponding to c.6% of the Company's entire issued share capital.
These are subject to a 60 day lock up undertaking from completion of the
Placing (subject to certain customary exceptions). Bank of Cyprus will not
receive any proceeds from the Placing.

 

IMPORTANT NOTICE

This announcement is not for distribution, directly or indirectly, in whole or
in part, in or into the United States, Canada, Japan, South Africa or
Australia, or any other jurisdiction where to do so might constitute a
violation or breach of any applicable law or regulation. This announcement is
for information purposes only and is not intended to constitute, and should
not be construed as, an offer to sell or a solicitation of any offer to buy
any securities of the company in the United States, Canada, Japan, Australia
or in any other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction, and the
distribution of this communication in such jurisdictions may be similarly
restricted. This announcement should not be regarded as an opinion or
recommendation concerning the purchase or sale of securities of the company.
The distribution of this announcement may be restricted by law.  Persons into
whose possession this communication comes should inform themselves about and
observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdictions.

The securities mentioned herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act"), and may
not be offered or sold in the United States absent registration under the US
Securities Act or an available exemption from, or transaction not subject to,
the registration requirements of the US Securities Act. There will be no
public offering of securities in the United States or in any other
jurisdiction.

This announcement is for information purposes only. In member states of the
European Economic Area ("EEA") (each, a "Relevant Member State"), this
announcement and any offer of Placing Shares if made subsequently is directed
exclusively at persons who are "qualified investors" within the meaning of the
Prospectus Regulation. For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons who are "qualified investors" within the meaning of the UK Prospectus
Regulation and who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Placing Shares may otherwise be lawfully communicated (all such
persons together 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. For these purposes, the expression "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

Any investment or investment activity to which this announcement relates is
available only (i) in any Relevant Member State, to Qualified Investors; and
(ii) in the United Kingdom, to relevant persons, and will only be engaged in
with such persons. This announcement must not be acted on or relied on (i) in
any Relevant Member State, by persons who are not Qualified Investors; and
(ii) in the United Kingdom, by persons who are not relevant persons.

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 on the basis of all publicly available information relating to the
Company and the Company's shares. Such information has not been independently
verified. 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
its accuracy or completeness.

In connection with the Placing, each of BofA Securities and Jefferies, and 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, 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
BofA Securities and Jefferies and any of their respective affiliates acting as
an investors for their own account. Neither BofA securities nor Jefferies
intends 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.

Any communications that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) are not any indications or assurances that the
book will remain covered or that the transaction and securities will be fully
distributed by the Managers.

None of the Managers or any of their respective affiliates or 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 AB CarVal, the
Company, their respective subsidiaries 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 this
announcement or its contents or otherwise arising in connection therewith.

BofA Securities is authorised by the Prudential Regulation Authority ("PRA")
and regulated in the United Kingdom by the Financial Conduct Authority ("FCA")
and the PRA.  Jefferies is authorised and regulated in the United Kingdom by
the FCA.  Each of BofA Securities and Jefferies is acting exclusively for AB
CarVal in connection with the Placing and no one else, and will not be
responsible to anyone other than AB CarVal for providing the protections
offered to clients nor for providing advice in relation to the Placing Shares
or the Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

 

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