TIDMHIK
RNS Number : 7059Q
J.P. Morgan Securities PLC.
22 June 2020
Press release, 22(nd) June 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Proposed Placing of approximately 28 million ordinary shares in
Hikma Pharmaceuticals PLC ("Hikma" or the "Company")
Boehringer Ingelheim Invest GmbH ("Boehringer Ingelheim") today
announces its intention to sell up to approximately 28 million
ordinary shares (the "Placing Shares") in Hikma. The Placing Shares
will be offered by way of an accelerated bookbuild offering (the
"Bookbuild") to institutional investors only (the "Placing").
Concurrently with the Placing, Hikma has committed to buy back
from Boehringer Ingelheim such number of ordinary shares (the "Buy
Back Shares") as does not exceed an aggregate value of GBP295m
(being an amount approximately equal to 4.99% of the aggregate
market value of all the Shares of the Company at the close of
business on 22(nd) June 2020, less the value of the commitment fee
described below) (the "Buy Back"). The purchase price for each of
the Buy Back Shares will be equal to the sale price for each of the
Placing Shares (the "Buy Back Price"). The Buy Back Price is
subject to the price limit set out below. Hikma has separately
today entered into an agreement with Boehringer Ingelheim pursuant
to which Hikma will receive a commitment fee of 2 per cent. of the
aggregate value of the Buy Back Shares acquired at the Buy Back
Price (the "Commitment Fee"). Citigroup Global Markets Limited
("Citi") will act as riskless principal for the purpose of the Buy
Back.
The Buy Back is subject to the satisfaction of a number of
conditions, including the successful pricing of the Placing and
provided that the price payable by Hikma for the Buy Back Shares
does not exceed a per share amount equal to GBP24.71, which, net of
the 2% commitment fee, is equal to approximately GBP24.22, being
the average closing price of the five business days preceding
today's date. If the Placing Price is within the pricing limits
that apply to the Buy Back Price, the Placing cannot proceed unless
the Buy Back proceeds.
As of today, Boehringer Ingelheim owns 40 million ordinary
shares in Hikma, representing approximately 16.4 per cent. of the
issued ordinary share capital and voting rights in the Company.
Following the successful completion of the Placing and the Buy
Back, Boehringer Ingelheim would no longer hold any shares in the
Company.
Boehringer Ingelheim is a related party of Hikma for the
purposes of the Listing Rules by virtue of its approximately 16.4
per cent. shareholding in Hikma. The Buy Back by Hikma and the
associated payment of the Commitment Fee by Boehringer Ingelheim
constitute a smaller related party transaction falling within LR
11.1.10R(1) and this announcement is therefore made in accordance
with LR11.1.10R(2)(c). The aggregate amount of the Buy Back and the
commitment fee cannot be higher than approximately GBP301m.
The Bookbuild will commence immediately following the
publication of this announcement and may be closed at short notice.
A further announcement will be made following completion of the
Bookbuild, which will contain the number of Placing Shares and the
gross proceeds from the Placing. Boehringer Ingelheim reserves the
right, at its discretion, to determine and vary the number of
Placing Shares sold in the Placing, or sell no Placing Shares at
all.
Boehringer Ingelheim has engaged Citi and J.P. Morgan Securities
plc, which conducts its UK investment banking activities as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove"), as bookrunners (the
"Joint Bookrunners") in connection with the Placing.
Rothschild & Cie ("Rothschild & Co") is acting as
financial adviser to Boehringer Ingelheim on the Placing.
The Company will not receive any proceeds from the Placing.
Enquiries
Citi, Joint Bookrunner +44 (0) 20 7986 4000
Suneel Hargunani
Andrew Seaton
Robert Way
J.P. Morgan Cazenove, Joint Bookrunner +44 (0) 20 7742 4000
Alex Watkins
Tobias Heilmaier
Rothschild & Co, Financial Adviser +44 (0) 20 7280 5000
Cyrille Harfouche
Adam Young
Chris Hawley
IMPORTANT NOTICE
This announcement is restricted and is not for publication,
distribution or release, directly or indirectly, in whole or in
part, in or into the United States of America (including its
territories and possessions, any state of the United States and the
District of Columbia and collectively, the "United States"),
Canada, Australia, Japan, South Africa or any other jurisdiction
where such publication, distribution or release would be unlawful.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
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. No
action has been taken by Boehringer Ingelheim, Citi and J.P. Morgan
Cazenove or any of their respective affiliates that would, or which
is intended to, permit an offering of the Placing Shares or
possession or distribution of this announcement in any jurisdiction
where action for that purpose is required.
This announcement is for information purposes only and does not
constitute or form part of any offer or invitation for sale or
solicitation of an offer to purchase or subscribe for securities in
the United States, Canada, Australia, Japan, South Africa or any
other jurisdiction and the securities referred to herein have not
been registered under the securities laws of any such jurisdiction.
The Placing Shares have not been and will not be registered under
the United States Securities Act of 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, absent
registration under or an exemption from, or transaction not subject
to, the registration requirements of, the Securities Act. No public
offering of securities is being made in the United States or in any
other jurisdiction.
Members of the public are not eligible to take part in the
Placing. In member states of the European Economic Area (each, a
"Relevant Member State"), this announcement and any offer of
Placing Shares if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation ("Qualified Investors") and, to
the extent applicable, any funds on behalf of which such a person
is subscribing for and acquiring the Placing Shares and that are
located in a Relevant Member State and are themselves a Qualified
Investor. For these purposes, "Prospectus Regulation" means
Regulation (EU) 2017/1129 (as supplemented by Commission delegated
Regulation (EU) 2019/980 and Commission delegated Regulation (EU)
2019/979). In the United Kingdom this announcement is only being
distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available
only to, and will be engaged in only with, Qualified Investors who
are (i) investment professionals falling with Article 19(5) of the
UK Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order"); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or
(iii) other persons to whom an offer of the Placing Shares may
otherwise be lawfully communicated (all such persons together being
referred to as "relevant persons"). Persons who are not relevant
persons should not take any action on the basis of this
announcement and should not act or rely on it.
The Placing Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada or Japan or any other jurisdiction in which such activities
would be unlawful.
No prospectus or offering document has been or will be prepared
in connection with the Placing and no such prospectus is required
(in accordance with the Prospectus Regulation) to be published.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) which may be
associated with an investment in Hikma or its shares. Any
investment decision in connection with the Placing must be made on
the basis of all publicly available information relating to Hikma
and Hikma' shares. Such information has not been independently
verified, and Boehringer Ingelheim, Citi and J.P. Morgan Cazenove
(together, the "Managers") and their respective affiliates are not
responsible, and expressly disclaim any liability, for such
information. 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 accuracy or
completeness. Persons needing advice should consult an independent
financial adviser.
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.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
In connection with the Placing, each of the Managers or any of
their respective affiliates may take up a portion of the Placing
Shares as a principal position and in that capacity may retain,
purchase, sell or offer to sell for its own account such Placing
Shares and other securities of Hikma or related investments in
connection with the Placing or otherwise. Accordingly, references
to the Placing Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by
any of the Managers and any of their respective affiliates acting
as investors for their own accounts. The Managers 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.
Citi and J.P. Morgan Cazenove, which are authorised by the
Prudential Regulatory Authority ("PRA") and regulated by the
Financial Conduct Authority ("FCA") and the PRA, are acting for
Boehringer Ingelheim as joint bookrunners only in connection with
the Placing and no one else, and will not be responsible to anyone
(including any Placees) other than Boehringer Ingelheim for
providing the protections offered to clients nor for providing
advice in relation to the Placing Shares or the Placing, the
contents of this Announcement or any transaction, arrangement or
other matter referred to in this announcement.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
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
with the total figure given.
This announcement includes 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 "intends", "expects", "will", or "may", 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
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise. The Company,
Boehringer Ingelheim and the Managers 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.
Rothschild & Co is acting for Boehringer Ingelheim only in
connection with the Placing and no one else, and will not be
responsible to anyone other than Boehringer Ingelheim for providing
the protections offered to clients the Managers nor for providing
advice in relation to the Placing Shares or the Placing, the
contents of this announcement or any transaction, arrangement or
other matter referred to in this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEELLFLBQLEBBQ
(END) Dow Jones Newswires
June 22, 2020 12:09 ET (16:09 GMT)
Grafico Azioni Hikma Pharmaceuticals (LSE:HIK)
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Grafico Azioni Hikma Pharmaceuticals (LSE:HIK)
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