TIDMHIK
RNS Number : 7673Q
J.P. Morgan Securities PLC.
23 June 2020
Press release, 23(rd) 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.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Result of placing of ordinary shares in Hikma Pharmaceuticals
PLC ("Hikma" or the "Company")
Further to the announcement released on 22(nd) June 2020,
Boehringer Ingelheim Invest GmbH ("Boehringer Ingelheim") announces
that it has sold approximately 27.2 million ordinary shares in the
share capital of Hikma, by way of an accelerated bookbuild (the
"Placing") at a price of GBP23.00 per ordinary share (the "Placing
Price"), raising gross proceeds of approximately GBP625
million.
Boehringer Ingelheim has concurrently entered into arrangements
pursuant to which Hikma will buy back approximately 12.8 million
ordinary shares (the "Buy Back Shares") currently owned by
Boehringer Ingelheim (the "Buy Back"). The purchase price for each
of the Buy Back Shares is equal to the Placing Price (the " Buy
Back Price " ). Hikma will receive a commitment fee from Boehringer
Ingelheim of 2 per cent. of the aggregate value of the Buy Back
Shares acquired at the Buy Back Price. Citigroup Global Markets
Limited ( " Citi " ) are acting as riskless principal for the
purpose of the Buy Back.
Following the completion of the Placing and the Buy Back,
Boehringer Ingelheim no longer holds ordinary shares in the capital
of Hikma.
The closing of the Placing is expected to occur on or around
25(th) June 2020.
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 and/or Rothschild
& Co 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 and/or
Rothschild & Co 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, the Managers and/or Rothschild & Co 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 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
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(END) Dow Jones Newswires
June 23, 2020 02:00 ET (06:00 GMT)
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