TIDMPETS TIDMTTP TIDMTTM
RNS Number : 9624V
BofA Merrill Lynch
11 April 2019
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
PROPOSED SALE OF 54,246,004 ORDINARY SHARES IN PETS AT HOME
GROUP PLC (THE "COMPANY") BY CANADA PENSION PLAN INVESTMENT BOARD
("CPPIB")
11 April 2019
Canada Pension Plan Investment Board ("CPPIB"), announces its
intention to sell approximately 54 million ordinary shares (the
"Sale Shares") in the Company (the "Sale"). The Sale Shares
represent approximately 10.8% of the Company's issued ordinary
share capital.
The Sale Shares are being offered in an accelerated bookbuild,
which will be launched immediately following this announcement.
BofA Merrill Lynch is acting as Sole Bookrunner in connection with
the Sale (the "Bookrunner"). Lazard & Co., Limited ("Lazard")
is acting as financial adviser to CPPIB in connection with the
Sale.
Following the Sale, CPPIB will no longer hold any ordinary
shares in the Company.
The sale price will be agreed by the Bookrunner, Lazard and
CPPIB at the close of the bookbuild process, and the results of the
Sale will be announced as soon as practicable thereafter. The
timings for the close of the bookbuild process, pricing and
allocations are at the absolute discretion of the Bookrunner and
Lazard.
The Company will not receive any proceeds from the Sale.
Enquiries:
Lazard +44(0) 20 7187 2000
Riccardo Villa
Marcus Taylor
Simon Chambers
BoA Merrill Lynch +44(0) 20 7995 3700
Daniel Burton-Morgan
Andrew Briscoe
CPPIB (Public Affairs & Communications) +44(0) 20 3205
3500
Steve McCool
Important Notices
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) (ALL SUCH PERSONS
REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement may not be published, distributed or
transmitted, directly or indirectly, in or into the United States
(including its territories and possessions and the District of
Columbia), Canada, Australia, South Africa, Japan or any other
jurisdiction where such an announcement 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 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 and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Sale Shares have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, South
Africa or Japan or of any other jurisdiction. The Sale Shares may
not be offered or sold in the United States unless registered under
the US Securities Act or offered in a transaction exempt from, or
not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering
of the Sale Shares in the United States or elsewhere.
The Sale Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Sale or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
No prospectus or offering document has been or will be prepared
in connection with the Sale. Any investment decision to buy
securities in the Sale must be made solely on the basis of publicly
available information. Such information is not the responsibility
of and has not been independently verified by any of CPPIB, Merrill
Lynch International, or any of their respective affiliates.
None of Merrill Lynch International or any of its affiliates or
any of its or its affiliates' directors, officers, employees,
advisers 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 CPPIB, the Company, their respective 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.
The distribution of this announcement and the offering or sale
of the Sale Shares in certain jurisdictions may be restricted by
law. No action has been taken by CPPIB, Merrill Lynch International
or any of their respective affiliates that would, or which is
intended to, permit a public offer of the Sale Shares in any
jurisdiction or possession or distribution of this announcement or
any other offering or publicity material relating to the Sale
Shares in any jurisdiction where action for that purpose is
required.
Persons into whose possession this announcement comes are
required by CPPIB and Merrill Lynch International to inform
themselves about and to observe any applicable restrictions.
Merrill Lynch International who is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting only for CPPIB in connection with the Sale and
will not be responsible to anyone other than CPPIB for providing
the protections offered to the clients of Merrill Lynch
International], nor for providing advice in relation to the Sale or
any matters referred to in this announcement. Lazard, which is
authorised and regulated by FCA, is acting exclusively for CPPIB
and no one else in connection with the Sale and will not regard any
other person as its client in relation to the Sale and will not be
responsible to anyone other than
CPPIB for providing the protections afforded to its clients or
for giving advice in relation to the Sale or the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
In connection with any sale of the Sale Shares, Merrill Lynch
International and any of its respective affiliates may take up a
portion of the securities in the sale as a principal position and
in that capacity may retain, purchase or sell for their own account
such securities and other securities of the Company or related
investments in connection with the Sale or otherwise. Accordingly,
references in this announcement to the Sale Shares being sold,
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, Merrill Lynch International and
any of its affiliates acting in such capacity. In addition, Merrill
Lynch International or its respective affiliates may enter into
financing arrangements (including swaps or contracts for
differences) with investors in connection with which Merrill Lynch
International (or its respective affiliates) may from time to time
acquire, hold or dispose of shares. Merrill Lynch International
does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
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
IOEEFLFFKZFZBBE
(END) Dow Jones Newswires
April 11, 2019 11:52 ET (15:52 GMT)
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