REG - Berenberg ME Group Intl. - Result of secondary placing in ME Group

ME InternationalAnnouncement

28/02/2025 07:15

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RNS Number : 7967Y  Berenberg  28 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.

28 February 2025

Result of secondary placing in ME Group International PLC

 

Further to the announcement on 27 February 2025 in relation to a proposed
placing of ordinary shares in ME Group International PLC ("ME Group" or the
"Company"), FPCI Montefiore Investment IV, an entity managed by Montefiore
Investment SAS ("Montefiore" or the "Seller"), has sold 26,500,000 ordinary
shares in the Company (the "Placing Shares") at a price of 200 pence per share
(the "Placing"). The Placing Shares represent approximately 7.0 per cent of
the Company's issued share capital(1).

The Placing was conducted through an accelerated bookbuild. Joh. Berenberg,
Gossler & Co. KG ("Berenberg") acted as sole bookrunner for the Seller in
connection with the Placing.

 

The proceeds of the Placing are payable in cash on usual settlement terms and
settlement of the Placing is expected to occur on 4 March 2025.

Following completion of the Placing, the Seller will hold 18,855,481 ordinary
shares in ME Group, equal to 5.0 per cent of the issued share capital(1). The
Seller 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.

 

ME Group is not a party to the Placing and will not receive any proceeds from
the Placing.

 

(1) 376,813,753 shares in issue as at 31 January 2025.

 

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.

 

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