TIDMSVT
RNS Number : 0702Z
Severn Trent PLC
19 May 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,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.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF SEVERN TRENT PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
19 May 2021
Severn Trent Plc
("Severn Trent", the "Company" or the "Group")
Retail Offer via PrimaryBid
Retail Offer
Severn Trent is pleased to announce a retail offer via
PrimaryBid of new ordinary shares (the "Retail Offer Shares") of
97(17/19) pence each in the capital of the Company (the "Retail
Offer").
As separately announced today, the Company is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") of 97(17/19) pence each in the capital of the Company (the
"Placing") through an accelerated bookbuilding process (the
"Bookbuild"). The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Bookbuild. In addition, certain members of the Board and the
Executive Management Team of the Company intend to subscribe for
new ordinary shares (the "Subscription Shares") of 97(17/19) pence
each in the capital of the Company alongside the Placing (the
"Subscription").
The issue price for the Retail Offer Shares, as well as for the
Subscription Shares, will be equal to the Placing Price.
Rationale for the Retail Offer and Use of Proceeds
On 31 January 2021, Severn Trent submitted proposals, which if
approved, would enhance the natural environment whilst creating
jobs in the Midlands and drive long-term sustainable benefits for
customers and communities in the Severn Trent region. Following its
review process, Ofwat has endorsed all six projects and announced
on 17 May 2021 an award to Severn Trent of GBP624 million(1) (the
"Green Recovery Award").
The proceeds of the Placing, Retail Offer, and Subscription will
be used to fund the six projects under the Green Recovery Award
(the "Projects"). Collectively the Projects support the wider
national agenda on climate change and the need for greater water
supply security. They will support long-term growth through
decarbonising the supply of water, accelerating environmental
improvements in the Severn Trent region, creating bathing quality
rivers, replacing lead supply pipes, building a sustainable
flood-resilient community, and installing smart meters for
customers. In aggregate, the Projects represent a significant
incremental investment opportunity over the next four years and
importantly will supplement the work Severn Trent does now in its
region, providing employment, resilience and an improved natural
environment.
The Projects will drive RCV growth significantly ahead of
previous expectations, on which the Company will earn a future
return, whilst maintaining its current capital structure.
The proposed issue and allotment of the Placing Shares, Retail
Offer Shares, and Subscription Shares is within th e existing
shareholder authorities granted to the Company at its Annual
General Meeting held on 15 July 2020.
The Board's belief is that the Placing, Retail Offer, and
Subscription are in the best interests of shareholders and the
Company's wider stakeholders.
A presentation has been made available on the Company's website
which contains further information relevant to the Placing.
(1) Quoted in nominal prices. Equivalent to approximately GBP565
million in 2017/18 prices.
Details of the Retail Offer
The Company values its retail investor base and as a result the
Retail Offer will give retail investors the opportunity to
participate in the Company's equity fundraising alongside the
Placing and the Subscription.
The Retail Offer will be open to retail investors immediately
following release of this announcement who can apply exclusively
through the PrimaryBid mobile app available on the Apple App Store
and Google Play. PrimaryBid does not charge investors any
commission for this service.
The Retail Offer will close at the same time as the Bookbuild
Process is completed. The Retail Offer may close early if it is
oversubscribed.
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.
The Retail Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Rules. As such,
there is no need for publication of a prospectus pursuant to the
Prospectus Rules, or for approval of the same by the Financial
Conduct Authority in its capacity as the UK Listing Authority. 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
("Regulation S") under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). Persons who are resident or otherwise
located in the United States will not be eligible to register for
participation in the Retail Offer through PrimaryBid or subscribe
for Retail Offer Shares.
The Retail Offer Shares, when issued, will be fully paid and
will rank pari passu in all respects with each other and with the
existing ordinary shares of 97(17/19) pence each in the capital of
the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Applications will be made (i) to the Financial Conduct Authority
for admission of the Retail Offer Shares to the premium listing
segment of the Official List; and (ii) to the London Stock Exchange
for admission of the Retail Offer Shares to trading on its main
market for listed securities (together, "Admission").
Settlement for the Retail Offer Shares and Admission are
expected to take place on or before 8:00am on 21 May 2021. The
Retail Offer is conditional upon Admission becoming effective and
on the placing agreement entered into by the Company not being
terminated in accordance with its terms prior to Admission.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for Retail Offer Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
There is a minimum subscription of GBP100 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com.
The terms and conditions on which the Retail Offer is made,
including the procedure for application and payment for Retail
Offer Shares, is available to all persons who register with
PrimaryBid.
It should be noted that a subscription for Retail Offer Shares
and any investment in the Company carries a number of risks.
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. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the Retail Offer Shares if they
are in any doubt.
Enquiries
Severn Trent Plc
Stuart Howell, Head of Investor Relations +44 (0) 77 0371 8361
Selina Soma, Investor Relations Manager +44 (0) 79 7693 8604
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Retail Offer Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company
or any of its affiliates, agents, directors, officers or employees
that that would permit an offer of the Retail Offer Shares or
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.
Persons into whose possession this announcement comes are required
by the Company to inform themselves about and to observe any such
restrictions.
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 OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY 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 securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under 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 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 state or any other jurisdiction of
the United States.
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; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. 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,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
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, readers
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 and its
directors 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 Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Any indication in this Announcement of the price at which
ordinary shares of 97(17/19) pence each in the capital of the
Company 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.
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. 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.
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END
IOESFDEEAEFSEII
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May 19, 2021 02:01 ET (06:01 GMT)
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