REG - Severn Trent PLC - Retail Offer via PrimaryBid

Severn TrentAnnouncement

29/09/2023 07:15

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RNS Number : 0820O  Severn Trent PLC  29 September 2023

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED BY
PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY (FRN 779021).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

For immediate release

 

29 September 2023

 

Severn Trent Plc

("Severn Trent", the "Company" or the "Group")

Retail Offer

 ·             Severn Trent announces a retail offer by way of conditional offer for
               subscription of new Ordinary Shares via PrimaryBid
               (https://primarybid.com/uk/investors) ;

 ·             Investors can access the Retail Offer through PrimaryBid's website
               (https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=bream)
               and on PrimaryBid's app
               (https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=bream)
               ;

 ·             Investors may also be able to take part through PrimaryBid's network of retail
               brokers, wealth managers and investment platforms, (subject to such partners'
               participation), which includes AJ Bell, Hargreaves Lansdown and interactive
               investor;

 ·             Applications for new Ordinary Shares through these partners can be made from
               tax efficient savings vehicles such as ISAs or SIPPs, as well as General
               Investment Accounts (GIAs);

 ·             The Retail Offer is available to existing shareholders, new investors and
               Company employees;

 ·             The issue price for the new Ordinary Shares will be equal to the Placing
               Price, which will be determined at the close of the bookbuilding process;

 ·             There is a minimum subscription of £250 per investor in the Retail Offer;

 ·             No commission will be charged by PrimaryBid on applications to the Retail
               Offer.

 

Retail Offer

Severn Trent Plc (LON: SVT) is pleased to announce, a retail offer by way of
conditional offer for subscription of new ordinary shares of 97(17/19) pence
each in the capital of the Company ("Retail Offer Shares") via PrimaryBid
(the "Retail Offer").

The Company is also conducting a non-pre-emptive placing of new Ordinary
Shares by way of an accelerated bookbuilding process (the "Placing") as
announced earlier today. The issue price of the new Ordinary Shares to be
issued pursuant to the Placing (the "Placing Price") will be determined
following the close of the bookbuilding process.

In conjunction with the Placing, Qatar Investment Authority ("QIA") has agreed
to invest £500 million through a subscription for new Ordinary Shares at the
Placing Price (the "Subscription") and certain directors of the Company intend
to subscribe for new Ordinary Shares at the Placing Price (the "Director
Subscription"), contributing approximately £275,000 in total.

The issue price for the Retail Offer Shares to be issued pursuant to the
Retail Offer will be equal to the Placing Price.

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing being admitted to the premium
listing segment of the Official List of the Financial Conduct Authority and
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m.
on 3 October 2023. The Retail Offer will not be completed without the Placing
also being completed.

The Company intends to use the funds raised from the Placing, the
Subscription, the Retail Offer and the Director Subscription to provide the
equity portion of the business plan for its subsidiary Severn Trent Water for
the regulatory period beginning 1 April 2025 until 31 March 2030, which it
intends to submit to Ofwat on 2 October 2023.

Reason for the Retail Offer

While the Placing has been structured as a non-Pre-Emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the Retail Offer in line with the Pre-Emption
Group guidelines.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

Details of the Retail Offer

Existing shareholders, new investors and Company employees can access the
Retail Offer through PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=bream)
and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=bream)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors can also participate through PrimaryBid's partner network of
investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

Applications for Retail Offer Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

The Retail Offer will open to investors resident and physically located in the
United Kingdom following the release of this Announcement. The Retail Offer is
expected to close later today at the same time as the Placing, and may close
early if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Placing Price does not exceed €8
million or equivalent. Accordingly, the Company is not required to publish,
and has not published, a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The
Retail Offer is not being made into any jurisdiction where it would be
unlawful to do so. In particular, the Retail Offer is being made only to
persons who are, and at the time the Retail Offer Shares are subscribed for,
will be outside the United States and subscribing for the Retail Offer Shares
in an "offshore transaction" as defined in, and in accordance with, Regulation
S under the U.S Securities Act of 1933, as amended. Persons who are resident
or otherwise located in the United States will not be eligible to register for
participation in the offer through PrimaryBid or subscribe for Retail Offer
Shares.

Investors who apply for Retail Offer Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for Retail Offer Shares has been
made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for Retail Offer Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

The Retail Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the Placing,
the Subscription, the Director Subscription and the Company's existing
Ordinary Shares.

For further information on PrimaryBid, the Retail Offer or for a copy of the
terms and conditions (including the procedure for application and payment for
new Ordinary Shares) that apply to registered users of PrimaryBid in addition
to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

The person responsible for making this announcement on behalf of the Company
is Hannah Woodall-Pagan, Group Company Secretary.

Enquiries

 Severn Trent Plc:                                                        +44 (0)7824 624 011

 Rachel Martin, Head of Investor Relations

 PrimaryBid Limited:                                                      enquiries@primarybid.com

 Fahim Chowdhury/James Deal
 Media enquiries:

Jonathan Sibun, Teneo

 Press Office, Severn Trent Plc

                                                                        +44 (0)20 7353 4200

                                                                          +44 (0)24 7771 5640

Important notices

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

No action has been taken by the Company or any other person that would permit
an offer of the Retail Offer Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other offering or
publicity material relating to such Retail Offer Shares in any jurisdiction
where action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement comes are
required by the Company to inform themselves about, and to observe, such
restrictions.

The Retail Offer is offered under the exemptions from the requirement for a
prospectus under the FCA's Prospectus Regulation Rules. As such, there is no
requirement for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The Retail Offer is not being made into the United States, Australia, Canada,
the Republic of South Africa, Japan or any other jurisdiction where it would
be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. 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"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly in, into
or within the United States absent registration under the Securities Act,
except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The securities referred to herein have not
been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any states securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the securities referred to
herein. No public offering of securities is being made in the United States.
The Retail Offer is not available to persons in the United States. No money,
securities or other consideration from any person inside the United States is
being solicited and, if sent in response to the information contained in this
Announcement, will not be accepted.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into the United States, Australia, Canada, the Republic of
South Africa, Japan or any other jurisdiction in which such publication,
release or distribution would be unlawful.  Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction.

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts and reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
These statements are subject to unknown risks, uncertainties and other
factors, many of which are beyond the Company's control, that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this Announcement
regarding past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. The information
contained in this Announcement is subject to change without notice and, except
as required by applicable law, the Company does not assume any responsibility
or obligation and expressly disclaims any obligation or undertaking to update
publicly or review any of the forward-looking statements contained herein,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation. The final PR24 Business
Plan is subject to approval by Ofwat and there can be no assurance that the
PR24 Business Plan will be approved, in whole or in part. You should not place
undue reliance on forward-looking statements, which speak only as of the date
of this Announcement.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Retail Offer. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance cannot be relied upon as a guide to future
performance.

The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for the Retail Offer Shares and any
investment in the Company carries a number of risks. Investors should consider
the risk factors set out on www.PrimaryBid.com
(https://primarybid.com/uk/risk-warning) and the PrimaryBid app before making
a decision to subscribe for Retail Offer Shares. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Ordinary Shares if they are in any doubt.

The most recent Annual Report of the Group and other information about the
Group are available on the Severn Trent website at www.severntrent.com.
Neither the contents of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

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