TIDMALFA
RNS Number : 7625G
Alfa Financial Software Hldings PLC
01 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
This announcement is not a prospectus and is not an offer to
sell, or a solicitation of an offer to acquire, securities in the
United States or in any other jurisdiction, including in or into
Australia, Canada, Japan or the United States.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
purchase any shares referred to in this announcement other than
solely on the basis of information that is contained in the
prospectus (the "Prospectus") published by Alfa Financial Software
Holdings PLC (the "Company") in connection with the proposed
admission of its ordinary shares (the "Shares") to the premium
listing segment of the Official List of the Financial Conduct
Authority (the "FCA")and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock
Exchange"). Copies of the Prospectus are available for inspection
on the Company's website at http://investors.alfasystems.com and
from the Company's registered office at Moor Place, 1 Fore Street
Avenue, London EC2Y 9DT. References in this announcement to "Alfa"
or the "Group" mean the Company, together with its consolidated
subsidiaries and subsidiary undertakings.
FOR IMMEDIATE RELEASE
1 June 2017
Alfa Financial Software Holdings PLC
Admission to Trading on the London Stock Exchange
Following its announcements on 26 May 2017, Alfa is pleased to
announce that its entire ordinary share capital, consisting of
300,000,000 ordinary shares, has today been admitted to the premium
listing segment of the Official List of the FCA and to trading on
the London Stock Exchange's main market for listed securities under
the ticker "ALFA".
Enquiries
Joint Global Co-ordinators, Joint Bookrunners and Joint
Sponsors
Barclays
Phil Shelley
Tom Johnson
Jessel Sheth
David Seal
Lawrence Jamieson +44 (0) 207 623 2323
Numis
Alex Ham
James Taylor
Simon Willis
Tom Ballard +44 (0) 207 260 1000
Financial Adviser to Alfa
Rothschild
Warner Mandel
Anton Black
Jonathan Finn +44 (0) 207 280 5000
Media enquiries
Tulchan Communications
LLP
James Macey White
David Allchurch
Matt Low +44 (0) 207 353 4200
Important Notice
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its completeness, accuracy or fairness.
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia (other than to persons in
Australia to whom an offer may be made without a disclosure
document in accordance with the Chapter 6D of the Corporations Act
2001 (Cth) of Australia), Canada and Japan, including to any branch
or agency of a non-U.S. person located in the United States or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction. The Global
Offer and the distribution of this announcement and other
information in connection with Admission and the Global Offer may
be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, Shares to any
person in the United States (including its territories and
possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The Shares
referred to herein may not be offered or sold in the United States
unless registered under the US Securities Act of 1933 (the
"Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act.
The offer and sale of Shares referred to herein has not been and
will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada or Japan. Subject
to certain exceptions, the Shares referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of the
Shares in the United States, Australia, Canada or Japan.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at Qualified Investors who (i) are
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order and (iii) to persons to
whom it may otherwise be lawful to communicate it to (all such
persons being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates is available
only to relevant persons in the United Kingdom and Qualified
Investors in any member state of the EEA other than the United
Kingdom and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts and involve predictions. Forward-looking statements may and
often do differ materially from actual results. Any forward-looking
statements reflect the Group's current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Group's
business, results of operations, financial position, prospects,
growth or strategies and the industry in which it operates.
Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. Save as
required by law or regulation, the Company disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements in this announcement that may occur due
to any change in its expectations or to reflect events or
circumstances after the date of this announcement.
Each of Barclays Bank PLC ("Barclays") and Numis Securities
Limited ("Numis" and together with Barclays, the "Banks"),
Rothschild and the Company and their respective affiliates
expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this
announcement whether as a result of new information, future
developments or otherwise.
This announcement is not a prospectus. Any purchase of Shares in
the proposed IPO should be made solely on the basis of the
information contained in the Prospectus issued by the Company in
connection with the Global Offer and Admission. No reliance may or
should be placed by any person for any purposes whatsoever on the
information contained in this announcement or on its completeness,
accuracy or fairness. The information in this announcement is
subject to change.
The IPO timetable, including the date of Admission, may be
influenced by things such as market conditions. There is no
guarantee that the Global Offer and Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to the Global Offer and Admission at this
stage. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing the entire
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the IPO. The value of Shares can decrease as well as
increase. Potential investors should consult a professional adviser
as to the suitability of the IPO for the person concerned. Past
performance cannot be relied upon as a guide to future
performance.
Barclays, who is authorised by the Prudential Regulation
Authority (the "PRA") and regulated by the FCA and the PRA in the
United Kingdom, and Numis and Rothschild, who are each authorised
and regulated by the FCA in the United Kingdom, are acting
exclusively for the Company and no-one else in connection with the
IPO and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the IPO and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for giving advice in relation to the IPO, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
In connection with the IPO, each of the Banks and any of their
respective affiliates, acting as investors for their own accounts,
may purchase Shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Shares and other securities of the Company or related
investments in connection with the IPO or otherwise. Accordingly,
references in the Prospectus to the Shares being issued, offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by any of
the Banks and any of their respective affiliates acting as
investors for their own accounts. In addition, certain of the Banks
or their affiliates may enter into financing arrangements and swaps
in connection with which they or their affiliates may from time to
time acquire, hold or dispose of Shares. None of the Banks nor any
of their respective affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
None of the Banks, the Adviser or any of their respective
directors, officers, employees, advisers, affiliates and / or
agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
In connection with the IPO, Barclays Capital Securities Limited,
as stabilising manager (the "Stabilising Manager"), or any of its
agents, may (but will be under no obligation to), to the extent
permitted by applicable law, over-allot Shares or effect other
transactions with a view to supporting the market price of the
Shares at a higher level than that which might otherwise prevail in
the open market. The Stabilising Manager is not required to enter
into such transactions and such transactions may be effected on any
stock market, over-the-counter market, stock exchange or otherwise
and may be undertaken at any time during the period commencing on
the date of the commencement of conditional dealings of the Shares
on the London Stock Exchange and ending no later than 30 calendar
days thereafter. However, there will be no obligation on the
Stabilising Manager or any of its agents to effect stabilising
transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the Shares above the offer price. Save as required by law or
regulation, neither the Stabilising Manager nor any of its agents
intends to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the IPO.
In connection with the IPO, the Stabilising Manager may, for
stabilisation purposes, over-allot Shares up to a maximum of 9.6%
of the total number of Shares comprised in the IPO. For the
purposes of allowing the Stabilising Manager to cover short
positions resulting from any such over-allotments and/or from sales
of Shares effected by it during the stabilisation period, it is
expected that an existing shareholder will grant to the Stabilising
Manager, on behalf of the Banks, an option (the "Over-Allotment
Option") pursuant to which the Stabilising Manager may purchase or
procure purchasers for additional Shares up to a maximum of 9.6% of
the total number of Shares comprised in the IPO (the
"Over-Allotment Shares") at the offer price. If granted, the
Over-Allotment Option will be exercisable in whole or in part, upon
notice by the Stabilising Manager, at any time on or before the
30th calendar day after the commencement of conditional trading of
the Shares on the London Stock Exchange. Any Over-Allotment Shares
made available pursuant to the Over-Allotment Option, including for
all dividends and other distributions declared, made or paid on the
Shares, will be purchased on the same terms and conditions as the
Shares being issued or sold in the Global Offer and will form a
single class for all purposes with the other Shares.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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