REG - Numis Securities Ltd - RESULT OF PLACING OF ORDINARY SHARES

LivanovaAnnouncement

05/07/2022 08:15

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RNS Number : 2849R  Numis Securities Limited  05 July 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.

 

5 July 2022

 

 

RESULTS OF SECONDARY PLACING OF 10 MILLION ORDINARY SHARES IN ASHTEAD
TECHNOLOGY HOLDINGS PLC (THE "COMPANY" OR "ASHTEAD TECHNOLOGY")

 

Further to yesterday's announcement, BP Inv2 Newco Limited (the "Seller"), an
entity controlled and majority owned by Buckthorn Partners LLP ("Buckthorn
Partners") and the Arab Petroleum Investments Corporation ("APICORP"),
announces it has sold, subject to completion, ordinary shares of 5 pence each
in the Company (the "Shares"), in an amount of 10,000,000 Shares (the "Placing
Shares"), representing approximately 12.6% of the Company's issued share
capital, at a price of 200 pence per share (the "Placing").

 

Following completion of the Placing, the Seller will hold 12,274,859 Shares,
representing approximately 15.4% of the Company's issued share capital. In
total, as a result of their shareholdings in the Seller and BP Inv2B Bidco Ltd
(BP Bidco), Buckthorn Partners and APICORP will hold interest over 22,004,853
and 12,358,095 Shares, representing approximately 27.7% and 15.5%
(respectively) of the Company's issued share capital.

 

Following completion of the Placing, the Seller and BP Bidco will enter into,
and will procure (as far as reasonably possible) that APICORP (the largest of
the underlying investors in the Seller) will comply with, a 90 day lock-up
arrangement subject to certain exceptions, including a transfer by the Seller
of any remaining Shares to BP INV2 Holdco Ltd.

 

As described in yesterday's announcement, provided certain conditions are met
by the Seller, following the Placing, the Seller will be liquidated, with any
balance of Shares held by the Seller to be transferred by the Seller to BP
INV2 Holdco Ltd (the Seller's ultimate parent undertaking), who will then
distribute such Shares to the underlying investors in specie (the "Proposed
Liquidation"). If the Proposed Liquidation proceeds, underlying investors in
the Seller, other than APICORP, will not be subject to any lock-up arrangement
in connection with the Placing as they will each individually hold less than
3% of the share capital of the Company. In addition to Allan Pirie (as
described in yesterday's announcement), Joe Connolly (Non-Executive Director
of the Company) has a small beneficial interest in the Company through the
Seller. However, this interest remains subject to a pre-existing lock-up
arrangement related to the Company's initial public offering of ordinary
shares. Mr Connolly will receive shares in specie following the Proposed
Liquidation, if this proceeds. Mr Connolly's beneficial interests in the
Company will not change as a result of the Placing.

 

The trade date for the Placing will be 5 July 2022 and settlement is expected
to occur on a T+2 basis on 7 July 2022, subject to the satisfaction or waiver
of certain customary conditions.

 

The Company will not receive any proceeds from the Placing.

 

ENQUIRIES

 

 Numis (Sole Bookrunner)                     +44 (0) 207 260 1000
 Julian Cater / George Price
 Jamie Loughborough / William Baunton (ECM)

 

IMPORTANT NOTICE

 

This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia)
(collectively, the "United States"), Australia, Canada, Japan or the Republic
of South Africa or any other jurisdiction where such an announcement would be
unlawful.  The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this 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 is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful.  No action has been taken
that would permit an offering of the securities or possession or distribution
of this announcement in any jurisdiction where action for that purpose is
required.  Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration of any
prospectus or offering document relating to the Placing Shares in such
jurisdiction.  No action has been taken by Ashtead Technology Holdings plc or
any of its respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any jurisdiction
where action for that purpose is required.

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. 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.

The Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state or other securities commission
or other regulatory authority in the United States, and none of the foregoing
authorities has passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

No prospectus, admission document or offering document has been or will be
prepared in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has
not been independently verified by the Seller, Numis or any of their
respective affiliates.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, the Seller, Numis or
any of their respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or warranty,
express or implied, is given by or on behalf of the Company, the Seller, Numis
or any of their respective directors, partners, officers, employees, advisers
or any other persons as to the accuracy, fairness or sufficiency of the
information or opinions contained in this announcement and none of the
information contained in this announcement has been independently verified.
Save in the case of fraud, no liability is accepted for any errors, omissions
or inaccuracies in such information or opinions.

Members of the public are not eligible to take part in the Placing. This
Announcement and the information set out herein are for information purposes
only and are directed at and may only be communicated to (a) in the European
Economic Area ("EEA"), persons who are "qualified investors" within the
meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129);
and (b) in the United Kingdom, at "qualified investors" within the meaning of
Article 2(e) of the UK version of Prospectus Regulation (Regulation (EU)
2017/1129) which forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 who are also (i) persons having professional experience
in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net
worth bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the Order; or
(iii) persons to whom it may otherwise lawfully be communicated (all such
persons referred to in (a) and (b) together being referred to as "Relevant
Persons").

Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is lawful 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 Knights or its shares.

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.

Numis, which is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting only for the Seller in connection with the
Placing and neither Numis nor any of its affiliates will be responsible to
anyone other than the Seller for providing the protections offered to the
clients of Numis, nor for providing advice in relation to the Placing or any
matters referred to in this announcement, and apart from the responsibilities
and liabilities (if any) imposed on Numis by the Financial Services and
Markets Act 2000, any liability therefore is expressly disclaimed. Any other
person in receipt of this announcement should seek their own independent
legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

Information to Distributors

EU Product Governance Requirements

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 Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
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 should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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 Placing.  Furthermore,
it is noted that, notwithstanding the Target Market Assessment, Numis 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
Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of: (a) investors who meet the criteria of
professional clients as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic UK law by virtue of
the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal
Agreement) Act 2020; (b) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who
do not meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the
"UK target market assessment"). Notwithstanding the UK target market
assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing 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 UK target market
assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK target market assessment, Numis will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK target market
assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 Placing
Shares.

Each distributor is responsible for undertaking its own UK target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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