TIDMSVT
RNS Number : 1847Z
Severn Trent PLC
19 May 2021
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 CONTAINS INSIDE INFORMATION
LEI: 213800RPBXRETY4A4C59
For immediate release
19 May 2021
Severn Trent Plc
("Severn Trent", the "Company" or the "Group")
Results of the Placing
Severn Trent announces the successful pricing of the
non-pre-emptive placing of new ordinary shares in the capital of
the Company announced earlier today (the "Placing").
A total of 10,126,366 new ordinary shares in the capital of the
Company (the "Placing Shares") have been placed by Merrill Lynch
International ("BofA Securities") and Morgan Stanley & Co.
International ("Morgan Stanley", and together with BofA Securities,
the "Joint Bookrunners" and "Joint Corporate Brokers") , at a price
of 2,400 pence per Placing Share (the "Placing Price").
Concurrently with the Placing , retail investors have subscribed
in the offer made by the Company via the PrimaryBid platform for a
total of 286,344 new ordinary shares in the capital of the Company
(the "Retail Offer Shares") at the Placing Price (the "Retail
Offer").
Additionally, certain members of the Board and Executive
Management Team have subscribed for new ordinary shares for a total
of 7,290 new ordinary shares in the capital of the Company (the
"Subscription Shares") at the Placing Price (the
"Subscription").
The Placing, Retail Offer, and Subscription in aggregate of
10,420,000 new ordinary shares will raise gross proceeds of
approximately GBP250 million. The Placing Price of 2,400 pence
represents a discount of approximately 4.0 per cent to the closing
share price of 2,500 pence on 18 May 2021 and a discount of
approximately 3.2 per cent to the middle market price at the time
at which the Company and the Joint Bookrunners agreed the Placing
Price. The Placing Shares, Retail Offer Shares, and Subscription
Shares being issued represent approximately 4.3 per cent of the
existing issued ordinary share capital of Severn Trent prior to the
Placing, Retail Offer, and Subscription.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the Placing Shares, Retail Offer Shares, and
Subscription Shares to the premium listing segment of the Official
List of the FCA and to trading on the main market for listed
securities of the LSE (together, "Admission"). It is expected that
Admission will become effective on or before 8.00 a.m. on 21 May
2021. The Placing is conditional upon, amongst other things,
Admission becoming effective and upon the placing agreement between
the Joint Bookrunners and the Company not being terminated in
accordance with its terms.
The Placing Shares, Retail Offer Shares, and Subscription
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 the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Following Admission, the total number of shares in issue in
Severn Trent will be 253,170,812. The Company holds 3,376,054
shares in treasury, and therefore the total number of voting rights
in Severn Trent will be 249,794,758 following Admission, and this
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, Severn
Trent Plc under the FCA's Disclosure Guidance and Transparency
Rules .
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.
For further information on the Announcement, please contact:
Severn Trent Plc:
Stuart Howell, Head of Investor Relations +44 (0) 77 0371
8361
Selina Soma, Investor Relations Manager +44 (0) 79 7693 8604
BofA Securities: +44 (0) 20 7628 1000
Peter Luck
Patrick De Loe
Oliver Elias
Sean Cox
Morgan Stanley: +44 (0) 20 7425 8000
Ben Grindley
Melissa Godoy
Francesco Puletti
Emma Whitehouse
Media enquiries:
Jonathan Sibun, Tulchan Communications +44 (0) 20 7353 4200
Press Office, Severn Trent Plc +44 (0) 24 7771 5640
IMPORTANT NOTICES
No action has been taken by the Company or Merrill Lynch
International ("BofA Securities") or Morgan Stanley & Co.
International plc ("Morgan Stanley", and together with BofA
Securities, the "Joint Bookrunners"), or any of their respective
affiliates, agents, directors, officers or employees that would, or
which is intended to, permit an offer of the securities referred to
herein or result in the possession or distribution of this
Announcement or any other offering or publicity material relating
to the securities referred to herein 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 shall inform themselves about, and 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 the Prospectus Regulation (EU)
2017/1129 as amended from time to time (the "Prospectus
Regulation") and the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation") to be published. Persons needing
advice should consult an independent financial adviser.
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
Joint Bookrunners or by any of their respective affiliates or
agents (or any of their respective directors, officers, employees
or advisers) as to, or in relation to, the contents of the
information contained in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the Placing Shares, Retail Offer Shares, the Placing or the Retail
Offer and any liability therefor is expressly disclaimed. The Joint
Bookrunners and each of their respective affiliates accordingly
disclaim all and any liability, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by
either Joint Bookrunner or any of their respective affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this Announcement.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. 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 Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the
Joint Bookrunners or any of their respective affiliates 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 Joint
Bookrunners 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
OR 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 HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
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 US Securities Act 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 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. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any 'manufacturer'
(for the purposes of the UK MiFIR Product Governance Requirements)
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 retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook
Conduct of Business Sourcebook ; and (ii) eligible for distribution
through all permitted distribution channels (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, BofA Securities
and Morgan Stanley 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 securities referred to
herein and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
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 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 Target Market
Assessment, BofA Securities and Morgan Stanley will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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.
Forward looking information
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 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, neither the Company nor the Joint
Bookrunners assume any responsibility or obligation and each
expressly disclaim 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. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement.
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. Past
performance is no guide for future performance and persons reading
this Announcement should consult an independent financial
adviser.
This Announcement does not constitute a recommendation to
acquire any securities of the Company. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in
the Placing Shares. Any investment decision to buy Placing Shares
in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by
the Joint Bookrunners.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
In connection with the Placing, the Joint Bookrunners may
release communications to the market as to the extent to which the
book is "covered". A communication that a transaction is, or that
the books are, "covered" refers to the position of the order book
at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
BofA Securities and Morgan Stanley are each authorised by the
Prudential Regulatory Authority and regulated in the United Kingdom
by the Prudential Regulation Authority and the Financial Conduct
Authority. Each of BofA Securities and Morgan Stanley 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. BofA Securities and Morgan Stanley
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.
In connection with the Placing, each of BofA Securities and
Morgan Stanley and any of their affiliates, acting as investors for
their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such shares
and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
acquisition, placing or dealing by, the Joint Bookrunners and any
of their affiliates acting in such capacity. In addition, the Joint
Bookrunners and any of their affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the Joint Bookrunners and any of their respective affiliates
may from time to time acquire, hold or dispose of shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so. The Joint Bookrunners are
not acting for the Company with respect to the Retail Offer.
The most recent Annual Report of the Group and other information
about the Group are available on the Severn Trent website at
www.Severn Trent.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. 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 London
Stock Exchange.
Notice to investors in Canada
No prospectus has been filed with any securities commission or
similar regulatory authority in Canada in connection with the offer
and sale of the Placing Shares. No securities commission or similar
regulatory authority in Canada has reviewed or in any way passed
upon this document or the merits of the Placing Shares and any
representation to the contrary is an offence. In Canada, the
Placing Shares may only be offered and sold on a private placement
basis and are exempt from the requirement that the Company prepares
and files a prospectus under applicable Canadian securities laws.
Any resale of Placing Shares acquired by a Canadian investor in
this Placing must be made in accordance with applicable Canadian
securities laws, which resale restrictions may under circumstances
apply to resales of the Placing Shares outside of Canada.
As applicable, each Canadian investor who purchases the Placing
Shares will be deemed to have represented to the Company, the Joint
Bookrunners and to each dealer from whom a purchase confirmation is
received, as applicable that the investor (i) is purchasing as
principal, or is deemed to be purchasing as principal in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such
term is defined in section 73.3(1) of the Securities Act (Ontario);
(iii) is a "permitted client" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations ("NI 31-103"), and
(iv) is purchasing the Placing Shares from a dealer permitted to
rely on the "international dealer exemption" contained in section
8.18 of NI 31-103, in which case, the investor also acknowledges
that the investor has been notified by such dealer: (A) that the
dealer is not registered in the local jurisdiction to make the
trade and that all or substantially all of the assets of the person
or company may be situated out of Canada; and (B) of the dealer's
jurisdiction of residence and the name and address of the agent for
service of process of the person or company in the local
jurisdiction and that there may be difficulty enforcing legal
rights against the person or company because of the foregoing.
If, in connection with a distribution of an eligible foreign
security as defined in Ontario Securities Commission Rule 45-501
Ontario Prospectus and Registration Exemptions and in Multilateral
Instrument 45-107 Listing Representation and Statutory Rights of
Action Disclosure Exemptions, we deliver to you an offering
document that constitutes an offering memorandum under applicable
securities laws in Canada, you may have, depending on the province
or territory of Canada in which the trade was made to you, remedies
for rescission or damages if the offering memorandum (including any
amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by you within the
time limit prescribed by the securities legislation of your
province or territory. You should refer to any applicable
provisions of the securities legislation of your province or
territory for the particulars of these rights or consult with a
legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"), this Placing is conducted
pursuant to an exemption from the requirement that Canadian
investors be provided with certain underwriting conflicts of
interest disclosure that would otherwise be required pursuant to
subsection 2.1(1) of NI 33-105.
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END
ROIKZGMKFLRGMZM
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May 19, 2021 10:01 ET (14:01 GMT)
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