REG - YouGov PLC - Results of Placing

YouGovAnnouncement

07/07/2023 07:00

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RNS Number : 2699F  YouGov PLC  07 July 2023

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
YOUGOV PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF YOUGOV PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("UK MAR"), AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018.

LEI: 213800MZGBGCJIPOBB41

07 July 2023

 

YouGov plc

("YouGov" or "the Group" or "the Company")

Results of Placing

 

YouGov, the international research and data analytics group, is pleased to
announce the successful completion of the non-pre-emptive placing of new
ordinary shares in the capital of the Company announced yesterday (the
"Placing").

A total of 5,567,256 new ordinary shares of 0.2 pence each in the Company (the
"Placing Shares") have been placed by Morgan Stanley & Co. International
plc ("Morgan Stanley") and Numis Securities Limited ("Numis") who are acting
as joint bookrunners (together, the "Bookrunners") at a price of £9.20 per
Placing Share (the "Placing Price").

The Placing raised gross proceeds of £51.2 million.

The net proceeds of the Placing will be used to partly fund the consideration
for the acquisition of GfK's Consumer Panel Business with the remainder
financed by a fully committed bridge debt facility and cash on balance sheet.

The Placing Price of £9.20 represents a discount of approximately 3.7 per
cent to the closing share price of £9.55 on 6 July 2023. The Placing Shares
being issued represent 4.9 per cent of the existing issued ordinary share
capital of the Company immediately prior to the Placing.

The Company consulted with a number of its major institutional shareholders
prior to the Placing and has respected the principles of pre-emption through
the allocation process insofar as possible. The Company is pleased by the
strong support it has received from new and existing shareholders.

Admission

An application has been made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM ("Admission"). It is expected that
Admission and settlement of the Placing Shares will become effective on or
around 8.00 a.m. on 11 July 2023. The Placing is conditional upon, amongst
other things, Admission becoming effective and upon the placing agreement
between the Company and the Bookrunners (the "Placing Agreement") not being
terminated in accordance with its terms prior to Admission.

The Placing Shares will, when issued, be fully paid and rank pari passu in all
respects with the existing ordinary shares of 0.2 pence in the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

Following the Placing, the Company shall be subject to a lock-up for a period
of 180 days after (but including) Admission, subject to waiver by the
Bookrunners and certain customary carve-outs agreed between the Bookrunners
and the Company.

Total Voting Rights

Following Admission, the total number of shares in issue in YouGov will be
117,072,728 ordinary shares. The above figure includes 2,044,783 Ordinary
Shares that are held by the YouGov Employee Benefit Trust to satisfy awards
under the Company's employee share schemes. Therefore, following Admission,
the total number of voting rights in YouGov will be 115,027,945. This figure
may be used by shareholders as the denominator for the calculations by which
they determine if they are required to notify their interest in, or a change
in their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the FCA.

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.

The person responsible for arranging release of this Announcement on behalf of
YouGov is Alex McIntosh, CFO.

 

Enquiries:

 YouGov plc                                                             020 7012 6000

 Stephan Shakespeare / Alex McIntosh / Hannah Jethwani

 Morgan Stanley (Joint Bookrunner)                                      020 7425 8000

 Laurence Hopkins / Andrew Foster / Emma Whitehouse / Conrad Griffin

 Numis Securities Limited (Joint Bookrunner and Nomad)                  020 7260 1000

 Nick Westlake / Jamie Loughborough / William Baunton / Iqra Amin

 FTI Consulting                                                         020 3727 1000

 Charles Palmer / Emma Hall

 

About YouGov

YouGov is an international online research data and analytics technology
group.

Our mission is to offer unparalleled insight into what the world thinks.

Our innovative solutions help the world's most recognised brands, media owners
and agencies to plan, activate and track their marketing activities better.

With operations in the UK, the Americas, Europe, the Middle East, India and
Asia Pacific, we have one of the world's largest research networks.

At the core of our platform is an ever-growing source of consumer data that
has been amassed over our twenty years of operation. We call it Living Data.
All of our products and services draw upon this detailed understanding of our
24+ million registered panel members to deliver accurate, actionable consumer
insights.

As innovators and pioneers of online market research, we have a strong
reputation as a trusted source of accurate data and insights. Testament to
this, YouGov data is regularly referenced by the global press, and we are the
most quoted market research source in the world.

YouGov. Living Consumer Intelligence.

 

Important Notices

No action has been taken by the Company, Morgan Stanley & Co.
International Plc ("Morgan Stanley"), Numis Securities Limited ("Numis" and
together with Morgan Stanley, the "Banks") or any of their respective
Affiliates or any person acting on its or their behalf that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Banks
to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the UK version
of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA 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 HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA") (each a "Relevant State"), qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); or
(b) if in the United Kingdom, qualified investors within the meaning of
article 2(e) of the UK Prospectus Regulation who are also: (i) persons who
fall within the definition of "investment professional" in article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to
(d) of the Order, or (c) persons to whom it may otherwise be lawfully
communicated (all such persons referred to in (i), (ii) and (iii) above
together being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is
available in Relevant States only to Qualified Investors and in the United
Kingdom only to Relevant Persons, and will be engaged in only with Qualified
Investors in Relevant States and Relevant Persons in the United Kingdom. This
Announcement must not be acted on or relied on by persons in a Relevant State
who are not Qualified Investors, or persons in the United Kingdom who are not
Relevant Persons.

The securities referred to herein have not been, and will not be, registered
under the United States 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 may not be offered or sold, directly or indirectly, in or
into the United States absent registration under the Securities Act or
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 state or any other jurisdiction of the United States.
The Placing Shares are being offered and sold by the Company (a) outside the
United States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning of Section
4(a)(2) of the Securities Act pursuant to a transaction exempt from, or in a
transaction not subject to, the registration requirements of the Securities
Act. A potential Placee and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for will be, (i)
outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S; or
(ii) (a) a QIB and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act. No public offering of securities is
being made in the United States.

A prospectus has not been and will not be filed with any securities regulator
in Canada in connection with the sale of the Placing Shares and the Placing
Shares may not be offered or sold within Canada except pursuant to an
exemption from, or in a transaction not subject to, the prospectus
requirements of Canadian securities laws. No prospectus has been lodged with,
or registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained for the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or offering
in compliance with the securities laws of any state, province or territory of
Australia, the Republic of South Africa or Japan. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.

By participating in the Bookbuild and the Placing, each Placee by making an
oral or written and legally binding offer to subscribe for Placing Shares will
be deemed (i) to have read and understood this Announcement (including the
appendices) in its entirety, (ii) to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained in Appendix 1
to this Announcement and (iii) to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "anticipates",
"estimates", "projects", "will", "may", "would", "could" or "should", or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of the Company's operations; and (iii) the
Potential Acquisition completing and/or the future performance of the Group
resulting from the Potential Acquisition. Such forward-looking statements
involve risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially from those
projected or implied in any forward-looking statements. The important factors
that could cause the Company's actual results, performance or achievements to
differ materially from those in the forward-looking statements include, among
others, economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate fluctuations,
inflation and/or a significant increase in interest rates, competition in the
Company's principal markets, acquisitions or disposals of businesses or assets
and trends in the Company's principal industries.  Due to such uncertainties
and risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. In light
of these risks, uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. The Company, its Directors, the Banks and their
respective Affiliates and any person acting on its or their behalf each
expressly disclaim any obligation or undertaking to update or revise publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the AIM Rules for Companies, UK MAR the DTRs or the rules of the London Stock
Exchange.

Numis is authorised and regulated in the United Kingdom by the FCA. Morgan
Stanley is authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA in the
United Kingdom. Each of the Banks is acting exclusively for the Company and no
one else in connection with the Placing, the content of this Announcement and
other matters described in this Announcement. Each of the Banks will not
regard any other person as their respective clients in relation to the
Placing, the content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to their
respective clients or for providing advice to any other person in relation to
the Placing, the content of this Announcement or any other matters referred to
in this Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Banks, any of their respective Affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. 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 is no guide to future performance. 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.

Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

In connection with the Placing, each of the Banks, their Affiliates and any
person acting on its or their behalf may take up a portion of the shares of
the Company in the Placing in a principal position and in that capacity may
retain, purchase or sell for its own account such shares and other securities
of the Company or related investments and may offer or sell such shares,
securities or other investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering or placement
of such shares in the Company to the Banks, any of their Affiliates or any
person acting on its or their behalf as, acting in such capacity. In addition,
the Banks, any of their Affiliates or any person acting on its or their behalf
may enter into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which either of the Banks,
any of their Affiliates or any person acting on its or their behalf may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Banks, any of their Affiliates nor
any person acting on its or their behalf intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.

Each of the Banks and their Affiliates may have engaged in transactions with,
and provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their business to
the Company and/or its Affiliates for which it would have received customary
fees and commissions. Each of the Banks and their Affiliates may provide such
services to the Company and/or its Affiliates in the future.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content 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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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 the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); 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, each of the Banks 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; 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.

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