TIDMAO.
RNS Number : 5683R
AO World plc
06 July 2022
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,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, NEW ZEALAND, SINGAPORE OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 July 2022
AO World PLC
("AO World" or the "Company")
Results of Placing and PrimaryBid Offer
AO World is pleased to announce the results of the Placing and
the Primary Bid Offer announced earlier today.
A total of 86,636,386 new ordinary shares of 0.25 pence each in
the Company (the "Placing Shares") representing approximately 18.1
per cent. of the Company's existing issued ordinary share capital
(excluding any treasury shares) have been placed at a price of 43
pence per Placing Share (the "Placing Price") raising proceeds of
approximately GBP37.3 million (before expenses), subject to
completion.
In addition, a total of 7,164,865 new ordinary shares of 0.25
pence each in the Company (the "PrimaryBid Shares") representing
approximately 1.5 per cent. of the Company's existing issued
ordinary share capital (excluding any treasury shares) have been
placed at the Placing Price raising proceeds of approximately
GBP3.1 million (before expenses), subject to completion. Total
proceeds from the Placing and the Primary Bid Offer are therefore
approximately GBP40.3 million (before expenses), subject to
completion. In addition, as described further below, certain
directors of the Company intend to subscribe for ordinary shares at
the Placing Price (once the Company ceases to be in a closed period
for the purposes of UK MAR).
The Placing Shares and the PrimaryBid Shares, when issued, will
be fully paid and will rank pari passu in all respects with the
existing ordinary shares of 0.25 pence each in the Company
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue of the
Placing Shares and the PrimaryBid Shares.
Jefferies International Limited and Jefferies GmbH (together
"Jefferies") and Numis Securities Limited ("Numis"), (together the
"Joint Global Coordinators" or "Joint Bookrunners") acted as joint
global coordinators, joint bookrunners and joint brokers in
relation to the Placing.
Admission
Applications have been made for admission of the Placing Shares
and the PrimaryBid 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 the London
Stock Exchange plc (together, "Admission"). It is expected that
Admission will take place at 8.00 a.m. on 11 July 2022 at which
time dealings in the Placing Shares and the PrimaryBid Shares will
commence. The Placing and the PrimaryBid Offer are conditional
upon, inter alia, Admission becoming effective and upon the placing
agreement between the Company, Jefferies and Numis becoming
unconditional and not being terminated.
Total voting rights
Following Admission, the Company will have 573,323,777 ordinary
shares of 0.25 pence each in issue. There are no ordinary shares
held in treasury.
Therefore, the Company hereby confirms that the total number of
voting rights in the Company will, following Admission, be
573,323,777. Following Admission, 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, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Director subscriptions
In addition to the Placing and the PrimaryBid Offer, certain
directors of the Company intend to subscribe for 2,055,301 ordinary
shares in aggregate, at the Placing Price (once the Company ceases
to be in a closed period for the purposes of UK MAR), as
follows:
Name Intended subscription (number of new ordinary
shares)
Chris Hopkinson 2,000,000
----------------------------------------------
Geoff Cooper 25,701
----------------------------------------------
Mark Higgins 19,080
----------------------------------------------
Marisa Cassoni 10,520
----------------------------------------------
The gross proceeds of such subscriptions would be approximately
GBP0.9 million.
Smaller related party transactions
The Company believes that Camelot Capital Partners LLC
("Camelot") and Odey Asset Management LLP ("Odey") each currently
hold or have in the last twelve months held 10% or more of the
ordinary share capital of the Company. For the purposes of UK
Listing Rule 11 the Company therefore believes that they are, or
may be, classified as related parties of the Company. Chris
Hopkinson is a current director of the Company. For the purposes of
UK Listing Rule 11 the Company therefore believes that he is
classified as a related party of the Company.
Pursuant to the Placing and subject to completion, Camelot has
been placed 23,976,125 Placing Shares at the Placing Price, raising
gross proceeds of approximately GBP10.3 million and Odey has been
placed 23,976,125 Placing Shares at the Placing Price, raising
gross proceeds of approximately GBP10.3 million. Chris Hopkinson
intends to subscribe for 2,000,000 ordinary shares at the Placing
Price (once the Company ceases to be in a closed period for the
purposes of UK MAR), raising gross proceeds of approximately GBP0.9
million.
The above transactions are classified as smaller related party
transactions under LR 11.1.10R(1) and are disclosed in accordance
with LR11.1.10R(2)(c).
John Roberts, Chief Executive Officer, said:
"We are very pleased with the level of support that we have
received from investors. This is a strong endorsement of our
strategy to create value by offering our customers brilliant
customer service and make AO the destination for everything they
need when buying electricals. Notwithstanding the current
macroeconomic conditions, we see significant long-term growth
opportunities for AO in the UK and this Placing will help us to
realise them."
Enquiries
AO World Tel: +44 (0)75 2514 7877
John Roberts, Founder and Chief Executive IR@ao.com
Mark Higgins, Group CFO
Cynthia Alers, Investor Relations Director
Jefferies (Joint Global Tel: +44 (0)20 7029 8000
Coordinator, Joint Bookrunner
& Joint Broker)
Max Jones
Thomas Bective
Seb Burke
Numis (Joint Global Coordinator, Tel: +44 (0)20 7260 1366
Joint Bookrunner & Joint
Broker)
Luke Bordewich
Oliver Steele
Matthew Radley
Powerscourt Tel: +44 (0)20 7250 1446
Rob Greening ao@powerscourt-group.com
Nick Hayns
Elizabeth Kittle
Capitalised terms used by not defined in this Announcement shall
have the meaning given to them in the Proposed Placing and
PrimaryBid Offer announcement released earlier today.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (together with any statutory instruments made
in exercise of powers conferred by such act, the "EUWA") ("UK
MAR"), and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR.
For the purposes of UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 (as transposed into the laws
of the United Kingdom), this Announcement is being made on behalf
of the Company by Julie Finnemore, Company Secretary.
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 below.
IMPORTANT NOTICES
Information to Distributors
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 and the PrimaryBid Shares have been
subject to a product approval process, which has determined that
such Placing Shares and PrimaryBid Shares are: (i) compatible with
an end target market of: (a) investors who meet the criteria of
professional clients as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018; (b) eligible
counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (c) retail clients who do not meet the
definition of professional client under (a) or eligible
counterparty per (b); 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 and PrimaryBid Shares may decline and investors
could lose all or part of their investment; the Placing Shares and
the PrimaryBid Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares or the
PrimaryBid 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
and/or the PrimaryBid Offer. Furthermore, it is noted that,
notwithstanding the UK target market assessment, the Joint
Bookrunners 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 9A and COBS 10A, respectively; 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 or the PrimaryBid Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the Placing Shares and the
PrimaryBid Shares 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, the Joint Bookrunners 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.
Cautionary Statements
This Announcement is for information only and does not
constitute an offer to sell, or a solicitation of an offer to buy
or otherwise acquire, any securities in any jurisdiction.
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 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.
Each of the Joint Bookrunners are authorised and regulated by
the FCA and are acting for the Company in connection with the
Placing and no--one else and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing,
the contents of this announcement or any transaction or any other
matters referred to herein. In connection with the Placing, each of
the Joint Bookrunners and any of their respective affiliates,
acting as investors for their own accounts, may subscribe for or
purchase Placing Shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
The distribution of any information in this Announcement and the
offer, sale and delivery of the Placing Shares or the PrimaryBid
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Joint Bookrunners that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such 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.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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 such action. Persons into
whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
This Announcement may contain statements that are, or are deemed
to be, forward-looking statements. In some instances,
forward--looking looking statements can be identified by the use of
terms such as "projects", "forecasts", "anticipates", "expects",
"believes", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology.
Forward--looking statements are subject to a number of known and
unknown risks and uncertainties that may cause actual results and
events to differ materially from those expressed in or implied by
such forward-looking statements, including, but not limited to:
general economic and business conditions; demand for the Company's
products and services; competitive factors in the industries in
which the Company operates; exchange rate fluctuations;
legislative, fiscal and regulatory developments; political risks;
terrorism, acts of war and pandemics; changes in law and legal
interpretations; and the impact of technological change.
Forward--looking statements speak only as of the date of such
statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any
forward--looking statements, whether as a result of new
information, future events or otherwise. The information contained
in this Announcement is subject to change.
The Placing Shares and the PrimaryBid Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, resold, pledged, delivered,
distributed or transferred, directly or indirectly, into or within
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 any applicable securities
laws of any state or other jurisdiction of the United States. There
has been and will be no public offering of the Placing Shares or
the PrimaryBid Shares in the United States.
The Placing Shares and the PrimaryBid Shares have not been and
will not be registered under the applicable securities laws of
Australia, Canada, Japan, New Zealand, Singapore or the Republic of
South Africa and, subject to certain exceptions, may not be offered
or sold, directly or indirectly, in Australia, Canada, Japan, New
Zealand, Singapore or the Republic of South Africa. There has been
and will be no public offering of the Placing Shares or the
PrimaryBid Shares in Australia, Canada, Japan, New Zealand,
Singapore, the Republic of South Africa or any other
jurisdiction.
No public offering of the Placing Shares or the PrimaryBid
Shares is being made in the United States, United Kingdom or
elsewhere. All offers of the Placing Shares will be made pursuant
to an exemption under the UK version of Regulation (EU) no
2017/1129 of the European Parliament and of the Council of 14 June
2017, which is part of UK law by virtue of the EUWA, and includes
any relevant implementing measure in any member state (the "UK
Prospectus Regulation") from the requirement to produce a
prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended does not
apply.
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) to be
published. This Announcement is for information purposes only and
is directed only at persons whose ordinary activities involve them
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, persons who
are qualified investors ("Qualified Investors") within the meaning
of Article 2(e) of Regulation (EU) 2017/1129; (B) if in the United
Kingdom, Qualified Investors within the meaning of Article 2(e) of
the UK Prospectus Regulation who are (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) ("high net worth companies, unincorporated
associations, etc") of the Order; or (C) persons to whom they may
otherwise be lawfully communicated.
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 or the
PrimaryBid Shares. Any investment decision to buy Placing Shares or
the PrimaryBid Shares must be made solely on the basis of publicly
available information, which has not been independently verified by
the Joint Bookrunners.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning the Placing Shares or the
PrimaryBid Shares. Each investor or prospective investor should
conduct his, her or its own investigation, analysis and evaluation
of the business and data described in this Announcement and
publicly available information. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance.
Each of the Joint Bookrunners and their respective 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
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Notice to Canadian Investors:
The Placing of the ordinary shares in Canada is being made on a
private placement basis only and is exempt from the requirement
that the Company prepares and files a prospectus under applicable
Canadian securities laws. Any resale of ordinary shares acquired by
a Canadian investor in this Placing must be made in accordance with
applicable Canadian securities laws, which resale restrictions may
under certain circumstances apply to resales of any acquired
securities outside of Canada.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if any offering document (including any amendment thereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the
time limit prescribed by securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult
with a legal advisor.
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END
ROIBKABNNBKDNOK
(END) Dow Jones Newswires
July 06, 2022 09:36 ET (13:36 GMT)
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