TIDMALD
RNS Number : 0842Z
Deutsche Bank AG London
10 March 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PLACING OF 51,700,000 ORDINARY SHARES IN ALDERMORE GROUP PLC
(THE "COMPANY") BY ANACAP FUNDS
10 March 2017
Further to the announcement released yesterday, AnaCap Financial
Partners L.P., AnaCap Financial Partners II, L.P., AnaCap Derby
Co-investment (No. 1) L.P. and AnaCap Derby Co-investment (No. 2)
L.P., (together "AnaCap Funds" or "the Selling Shareholders")
announce that they have sold an aggregate of 51,700,000 ordinary
shares in the capital of the Company at a price of 220 pence per
share (the "Placing"). AnaCap Funds raised gross sale proceeds of
approximately GBP113.7 million through the Placing. Following
closing of the Placing, the AnaCap Funds will be interested in
approximately 25% of the Company's issued ordinary share capital of
344,739,584 ordinary shares.
Any of the Company's ordinary shares held by the AnaCap Funds
which are not sold in the Placing will be subject to a 90-day
lock-up (subject to customary exceptions). The proceeds of the
Placing are payable in cash on usual settlement terms, and closing
of the Placing is expected to occur on 220 pence, subject to the
satisfaction or waiver of certain customary conditions.
Deutsche Bank AG, London Branch ("Deutsche Bank") and RBC Europe
Limited (trading as "RBC Capital Markets") are acting as Joint
Bookrunners in connection with the Placing. Lazard & Co.,
Limited ("Lazard") is acting as financial adviser to the AnaCap
Funds in connection with the Placing.
Aldermore Group PLC will not receive any proceeds from the
Placing.
Enquiries:
Deutsche Bank AG, London Branch
Frank Kennedy +44 (0)20 7545 8000
RBC Capital Markets +44 (0)20 7653 4000
Darrell Uden
Martin Frowde
Duncan Smith
Lazard +44 (0)20 7187 2000
Charlie Foreman
Daniel Muldoon
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) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (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"); OR
(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 RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, South
Africa or Japan. The Placing Shares may not be offered or sold in
the United States unless registered under the US Securities Act or
offered in a transaction exempt from, or not subject to, the
registration requirements of the US Securities Act and 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 or elsewhere. The Company has not been
registered under the US Securities Act.
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 any of
the Selling Shareholders, Deutsche Bank, RBC Europe Limited or any
of their respective affiliates.
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),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
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 Selling Shareholders, Deutsche
Bank, RBC Europe Limited 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 Selling Shareholders,
Deutsche Bank, RBC Europe Limited to inform themselves about and to
observe any applicable restrictions.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Deutsche Bank AG is a
joint stock corporation with limited liability incorporated in the
Federal Republic of Germany, Local Court of Frankfurt am Main, HRB
No. 30 000; Branch Registration in England and Wales BR000005 and
Registered Address: Winchester House, 1 Great Winchester Street,
London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the
London Stock Exchange. (Details about the extent of our
authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority are
available on request or from www.db.com/en/).
RBC Europe Limited is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom.
Deutsche Bank and RBC Europe Limited are acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of Deutsche Bank
and RBC Europe Limited, nor for providing advice in relation to the
Placing or any matters referred to in this announcement. Lazard,
which is authorised and regulated by FCA, is acting exclusively for
the AnaCap Funds and no one else in connection with the Placing and
will not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than the AnaCap
Funds for providing the protections afforded to its clients or for
giving advice in relation to the Placing or the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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