REG - Berenberg ME Group Intl. - Proposed secondary placing in ME Group

ME InternationalAnnouncement

27/02/2025 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250227:nRSa7703Ya&default-theme=true

RNS Number : 7703Y  Berenberg  27 February 2025

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL
TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF ME GROUP
INTERNATIONAL PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.

27 February 2025

Proposed secondary placing in ME Group International PLC

FPCI Montefiore Investment IV, an entity managed by Montefiore Investment SAS
("Montefiore" or the "Seller"), has indicated its intention to sell
approximately 5% of the issued share capital in ME Group International plc
("ME Group" or the "Company") (the "Placing Shares") through a placing to
eligible institutional investors by means of an accelerated bookbuild (the
"Placing").

 

Joh. Berenberg, Gossler & Co. KG ("Berenberg") is acting as sole
bookrunner and placing agent in relation to the Placing.

The price per Placing Share will be determined through an accelerated
bookbuild process. The bookbuild process will commence with immediate effect
following this announcement and may close at any time on short notice. A
further announcement will be made following the completion of the bookbuild
and pricing of the Placing. The Company is not a party to the Placing and will
not receive any proceeds from the Placing.

 

The ordinary shares in the Company held by the Seller following completion of
the Placing will be subject to a 45 calendar day lock-up which is subject to
certain exceptions and may otherwise only be waived with the consent of
Berenberg.

 

For further information, please contact:

Berenberg

Richard Andrews / Yasmina Benchekroun

Tel.: +44 (0) 20 3207 7800

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IF IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2 (E) OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE "EU PROSPECTUS
REGULATION") AND (2) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AND WHO ALSO (I) 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"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III)
ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE
MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.

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), Australia, Canada, Japan or South Africa. Any
failure to comply with this restriction may constitute a violation of U.S.,
Australian, Canadian, Japanese or South African securities laws.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States,
Australia, Canada, Japan or South Africa or in any jurisdiction in which such
an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, 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 and in compliance with the securities laws of any relevant State or other
jurisdiction of the United States. There will be no public offering of the
Placing Shares in the United States.

This announcement and the Placing Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities 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 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, Berenberg or any of their respective affiliates.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Seller, Berenberg or any of their respective affiliates that
would, or which is intended to, permit a public offer of the Placing Shares in
any jurisdiction, or possession or distribution of this announcement or any
other offering or publicity material relating to the Placing Shares, in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Seller and Berenberg to
inform themselves about and to observe any applicable restrictions.

Berenberg, which is regulated by the Federal Financial Supervisory Authority
in Germany and in the United Kingdom is authorised and regulated by the
Financial Conduct Authority, is acting only for the Seller in connection with
the Placing and will not be responsible to anyone other than the Seller for
providing the protections offered to the clients of Berenberg, nor for
providing advice in relation to the Placing or any matters referred to in this
announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEZZGZZVNNGKZM