TIDMDWF
RNS Number : 4844H
Jefferies International Limited.
04 August 2021
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 OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER TO SELL OR A
SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction.
This announcement contains inside information.
4 August 2021
Results of the secondary placing in DWF Group plc (the "Company"
or "DWF")
Further to the announcement on 3 August 2021, Equiniti Financial
Services Limited (the "Selling Shareholder") announces that it has
successfully sold, in aggregate, 13,335,288 ordinary shares in the
Company (the "Placing Shares") on behalf of certain DWF partners,
their connected persons and employees at a price of 102 pence per
share which represents approximately 4.1% of the Company's issued
share capital (the "Placing").
The Placing was significantly oversubscribed, and the new shares
have been acquired by both new and existing investors.
Two of the DWF partner sellers were Michele Cicchetti and Seema
Bains, both Partner Directors on the PLC Board. Michele and Seema
sold 184,999 and 262,746 shares respectively.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as amended by The
Market Abuse (Amendment) (EU Exit) Regulations 2019.
Enquiries:
Jefferies - Global Coordinator and Bookrunner +44 (0)20 7029
8000
Max Jones / William Brown
Lee Morton / Oliver Berwin
Stifel - Global Coordinator and Bookrunner +44 (0)20 7710
7600
Stewart Wallace / Tom Marsh
John Mennis / Reema Arya
Zeus - Global Coordinator and Bookrunner +44 (0) 203 829
5000
Dominic King / Dan Bate
IMPORTANT NOTICE
The publication or distribution or release of this announcement
and the Placing of the Placing Shares as set out in this
announcement in certain jurisdictions may be restricted by law.
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. No action has been taken
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 to inform
themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States
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 the United
Kingdom and in any member state of the European Economic Area,
persons who are qualified investors as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"); and (2) in the
United Kingdom, Qualified Investors who (a) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Market Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (b)
fall within article 49(2)(a) to (d) of the Order or (c) are persons
to whom an offer of the Placing Shares may otherwise lawfully be
made ("relevant persons"). The information regarding the Placing
set out in this announcement must not be acted on or relied on by
persons in the European Economic Area who are not Qualified
Investors or by persons in the United Kingdom who are not relevant
persons. Any investment or investment activity to which this
announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to
relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for any securities in the United States, Australia,
Canada, Japan, South Africa or any other jurisdiction into which
such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered, sold or transferred,
directly or indirectly, 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 the securities
laws of any state or other jurisdiction of the United States.
No public offering of the securities referred to herein is being
made in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. The publicly available information
of the Company is not the responsibility of, and has not been
independently verified by, any of Selling Shareholders, Jefferies
International Limited, Jefferies GmbH (together ("Jefferies"),
Stifel Nicolaus Europe Limited ("Stifel"), Zeus Capital Limited
("Zeus") or any of their respective affiliates (as such term is
defined under Rule 501(b) of Regulation D of the Securities Act)
(each, an "Affiliate"). The information contained in this
announcement is for background purposes only and does not purport
to be full or complete.
In connection with the Placing, Jefferies, Stifel, Zeus, or any
of their Affiliates may take up a portion of the Placing Shares as
a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such Placing Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
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,
Jefferies, Stifel, Zeus and any of their Affiliates acting as
investors for their own accounts. Jefferies, Stifel, and Zeus 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.
A communication that a transaction is or that the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Bookrunners. The Bookrunners reserve the right to take up a portion
of the securities in the offering as a principal position at any
stage at their sole discretion, inter alia, to take account of the
objectives of the seller, MiFID II requirements (or such
requirements as they form part of UK law) and in accordance with
allocation policies.
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 Jefferies, Stifel, Zeus, or by any of
their 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.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company's securities. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial advisor.
Stifel Nicolaus Europe Limited is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. Jefferies
International Limited is authorised and regulated by the Financial
Conduct Authority in the United Kingdom. Jefferies GmbH is
registered in Germany and authorised and regulated by the
Bundesanstalt für Finanzdienstleistungsaufsicht. Zeus Capital
Limited is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Stifel, Jefferies and Zeus are
acting on behalf of the Selling Shareholder and no one else in
connection with the Placing and will not be responsible to any
other person for providing the protections afforded to any of their
clients or for providing advice in relation to any offering of the
Placing Shares. Stifel, Jefferies and Zeus will not regard any
other person as their client in relation to the Placing.
This document 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. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the oil and gas
industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue
reliance should be placed on these forward-looking statements as a
prediction of actual results or otherwise.
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 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 the ordinary shares in the Company (the
"Ordinary 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 Ordinary Shares may
decline and investors could lose all or part of their investment;
the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Ordinary 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, Jefferies, Stifel, and Zeus 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
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END
ROIEADPDEAFFEAA
(END) Dow Jones Newswires
August 04, 2021 02:00 ET (06:00 GMT)
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