TIDMAAF
RNS Number : 9827E
Airtel Africa PLC
09 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
INDIA, NIGERIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or announcement whatsoever in any jurisdiction. Investors should
not subscribe for or purchase any ordinary shares (the "Shares")
referred to in this announcement except on the basis of information
in the prospectus (the "Prospectus") published by Airtel Africa plc
(the "Company", and together with its subsidiaries and subsidiary
undertakings, the "Group" or "Airtel Africa") on 17 June 2019, in
connection with the proposed admission of its ordinary shares to
the premium listing segment of the Official List of the Financial
Conduct Authority ("UK Admission") and to trading on the main
market of London Stock Exchange plc (the "London Stock Exchange")
and secondary listing on the Official Trading list of the Nigerian
Stock Exchange ("Nigerian Admission" and together with UK
Admission, "Admission"). A copy of the Prospectus is available for
inspection from the Company's registered office at First Floor,
53/54 Grosvenor Street, London, W1K 3HU and on the Company's
website at www.airtel.africa/investors, subject to certain access
restrictions.
Airtel Africa plc
Admission to trading on the London Stock Exchange and on the
Nigerian Stock Exchange
Following its announcement on 28 June 2019 of the offer price of
its initial public offer (the "Offer"), Airtel Africa is pleased to
announce that its entire issued ordinary share capital comprising
3,758,151,504 Shares has been admitted to the premium listing
segment of the Official List of the Financial Conduct Authority and
to trading on the main market for listed securities of the London
Stock Exchange under the ticker "AAF" and on the Official Trading
list of the Nigerian Stock Exchange under the ticker "AIRTELAFRI."
Unconditional trading of the Shares commenced on the London Stock
Exchange on 3 July 2019 and has commenced on the Nigerian Stock
Exchange today.
As at 9 July 2019, the Company's total issued voting share
capital consists of 3,758,151,504 Shares of US$0.50 each, each with
one vote. The Company does not hold any Shares in Treasury.
Accordingly, the total number of voting rights in the Company is
3,758,151,504, which may be used by shareholders (and others with
notification obligations) 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.
Enquiries
Airtel Africa plc
-- Pier Falcione +44 20 7493 9315
Public relations advisor to Airtel Africa
Kekst CNC
-- Harald Kinzler +44 203 817 9935
-- Katherine Fennell +44 203 755 1619
Sole Sponsor, Joint Global Co-ordinator and Joint Bookrunner
J.P. Morgan Cazenove +44 207 742 4000
-- Barry Meyers
-- Bill Hutchings
-- Guillaume Petit-Perrin
Joint Global Co-ordinators and Joint Bookrunners
BofA Merrill Lynch +44 207 995 3700
-- Emmanuel Hibou
-- Raj Balakrishnan
-- Samuel Losada Borrajo
-- Raj Batra
Citigroup +44 207 986 4000
-- Ken Robins
-- Gulfraz Qayyum
-- Roger Barb
-- Chuba Ezenwa
Joint Bookrunners
Absa +27 118 95 7864
Barclays +44 207 623 2323
BNP Paribas +44 207 595 2000
Goldman Sachs International +44 207 774 1000
HSBC +44 207 991 5271
Standard Bank +44 203 167 5000
Nigerian Joint Issuing Houses
Barclays Securities Nigeria Limited +234 (0) 802 223 7301
Feyi Olusanya
Quantum Zenith Capital & Investments Limited
Eferetin Erhabor +234 (0) 809 014 8777
Note:
As at the date of this announcement the Company also has 50,000
non-voting redeemable deferred shares of GBP1.00 each and
3,081,744,577 non--voting deferred shares of US$0.50 in issue.
Important legal 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 by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada, Japan, India, Nigeria or
any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any 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.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, securities in the United States, Australia, Canada,
Japan, India, or in any jurisdiction to whom or in which such offer
or solicitation is unlawful. The Shares referred to herein may not
be offered or sold in the United States unless registered under the
United States Securities Act of 1933 (the "Securities Act") or
offered in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. The Shares
referred to herein may not be offered or sold in Nigeria unless
registered with the Securities and Exchange Commission of Nigeria
pursuant to the Nigerian Investments and Securities Act of 2007
(the "ISA"). The offer and sale of Shares referred to herein has
not been and will not be registered under the Securities Act or
under the applicable securities laws of Australia, Canada or Japan.
Subject to certain exceptions, the Shares referred to herein may
not be offered or sold in Australia, Canada or Japan or to, or for
the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan. There will be no public offer of the
Shares in the United States, Australia, Canada, Japan, or
elsewhere.
In any member state of the European Economic Area ("EEA") other
than the United Kingdom (each, a "Relevant Member State"), this
announcement and any offer if made subsequently is directed only at
persons who are "qualified investors" ("Qualified Investors")
within the meaning of the Prospectus Directive (Directive
2003/71/EC and any amendments thereto, including Directive
2010/73/EU), and any implementing measures in each Relevant Member
State (the "Prospectus Directive").
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
Each of the Company and J.P. Morgan Securities plc (which
conducts its United Kingdom investment banking activities as J.P.
Morgan Cazenove), Citigroup Global Markets Limited, Merrill Lynch
International, Absa Bank Limited, Barclays Bank PLC, acting through
its investment bank, BNP Paribas, Goldman Sachs International, HSBC
Bank plc and The Standard Bank of South Africa Limited (the
"Banks") and their respective affiliates as defined under Rule
501(b) of Regulation D of the Securities Act ("affiliates"),
expressly disclaims any obligation or undertaking to update, review
or revise any forward looking statement contained in this
announcement whether as a result of new information, future
developments or otherwise.
The information in this announcement is subject to change.
Before subscribing for or purchasing any Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks set out in the Prospectus. No reliance may be
placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
does not constitute or form part of any offer or invitation to sell
or issue, or any solicitation of any offer to purchase or subscribe
for any Shares or any other securities nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments.
None of the Banks or any of their respective 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 the Company, its 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 the announcement or its
contents or otherwise arising in connection therewith.
Each of the Banks is acting exclusively for the Company and
no-one else in connection with the Offer. They will not regard any
other person as their respective clients in relation to the Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor
for providing advice in relation to the Offer, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Each of J.P. Morgan Securities plc, Merrill Lynch International,
Citigroup Global Markets Limited, Barclays Bank PLC, HSBC Bank plc,
BNP Paribas and Goldman Sachs International is authorised by the
Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority in the
United Kingdom.
In connection with the Offer, each of the Banks and any of their
respective affiliates, may take up a portion of the Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Shares and other securities of the Company or related investments
in connection with the Offer or otherwise. Accordingly, references
in the Prospectus to the 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 Banks and any of their respective affiliates
acting in such capacity. In addition, the Banks and any of their
respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or
dispose of Shares. None of the Banks nor any of their respective
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
In connection with the Offer, Citigroup Global Markets Limited,
as stabilisation manager (the "Stabilisation Manager"), or any of
its agents, may (but will be under no obligation to), to the extent
permitted by applicable law, over-allot Shares or effect other
transactions with a view to supporting the market price of the
Shares at a level higher than that which might otherwise prevail in
the open market. The Stabilisation Manager is not required to enter
into such transactions and such transactions may be effected on any
stock market, over-the-counter market, stock exchange or otherwise
and may be undertaken at any time during the period commencing on
the date of the commencement of conditional dealings of the Shares
on the London Stock Exchange and ending no later than 30 calendar
days thereafter. However, there will be no obligation on the
Stabilisation Manager or any of its agents to effect stabilising
transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the Shares above the offer price. Save as required by law or
regulation, neither the Stabilisation Manager nor any of its agents
intends to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Offer.
In connection with the Offer, the Stabilisation Manager, may,
for stabilisation purposes, over-allot Shares up to a maximum of
10% of the total number of Shares comprised in the Offer. For the
purposes of allowing it to cover short positions resulting from any
such over-allotments and/or from sales of Shares effected by it
during the stabilisation period, the Stabilisation Manager will
enter into over-allotment arrangements with certain existing
shareholders (the "Over-Allotment Option") pursuant to which the
Stabilisation Manager may subscribe for or procure subscribers for
additional Shares up to a maximum of 10% of the total number of
Shares comprised in the Offer (the "Over-Allotment Shares") at the
offer price. The Over-Allotment Option will be exercisable in whole
or in part, upon notice by the Stabilisation Manager, at any time
on or before the 30th calendar day after the commencement of
conditional trading of the Shares on the London Stock Exchange. Any
Over-allotment Shares made available pursuant to the Over-Allotment
Option, including for all dividends and other distributions
declared, made or paid on the Shares, will be subscribed for on the
same terms and conditions as the Shares being issued in the Offer
and will form a single class for all purposes with the other
Shares.
Information to Distributors
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 Product Governance
Requirements) may otherwise have with respect thereto, the Shares
have been subject to a product approval process, which has
determined that the 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 Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the 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 Offer.
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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
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
LISSSWFLUFUSESW
(END) Dow Jones Newswires
July 09, 2019 10:17 ET (14:17 GMT)
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