TIDMZTF
RNS Number : 5308R
Peel Hunt LLP
08 March 2021
8 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Result of secondary placing of approximately 3.8 million
ordinary shares in Zotefoams plc ("Zotefoams" or the "Company")
Further to the announcement released on 8 March 2021 by Sekisui
Alveo AG ("Sekisui" or the "Seller"), Investec Bank plc and Peel
Hunt LLP announce that the Seller has sold an aggregate of
3,814,762 ordinary shares of 5 pence each ("Ordinary Shares") (the
"Placing Shares") in the share capital of Zotefoams, by way of an
accelerated bookbuild to institutional investors at a price of 350
pence per Ordinary Share, which represents approximately 7.8 per
cent. of the Company's issued share capital (the "Placing").
Following the completion of the Placing, the Seller will have no
remaining interest in the capital of Zotefoams.
Investec Bank plc and Peel Hunt LLP acted as Joint Bookrunners
in connection with the Placing.
The Company will not receive any proceeds from the Placing.
Enquiries:
Investec Bank plc +(44) 020 7597 5970
Sara Hale
Ben Griffiths
Jeremy Ellis
Shalin Bhamra
Peel Hunt LLP +44 (0)20 7418 8900
Mike Bell
Ed Allsopp
Jock Maxwell Macdonald
Max Irwin
IMPORTANT NOTICE
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan, South Africa 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 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 that would 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 does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the US 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 the United States, absent
registration except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of, the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the securities referred to herein in
the United States or in any other jurisdiction.
Members of the public are not eligible to take part in the
Placing. This announcement is for information purposes only and is
directed only at: (a) if in member states of the European Economic
Area, persons who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") (b) if in the United Kingdom, persons who are
"qualified investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation, which forms part of retained EU law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 and (b) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order and (ii) are "qualified investors" as defined in section 86
of the Financial Services and Markets Act 2000 ("FSMA") and (c)
otherwise, to persons to whom it may otherwise be lawful to
communicate it (each a "relevant person"). No other person should
act or rely on this announcement and persons distributing this
announcement must satisfy themselves that it is lawful to do so.
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. The announcement does not itself
constitute an offer for sale of any securities.
The securities referred to herein have not been and will not be
registered under 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 the Securities Act or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The offer shares are being offered and sold (a)
outside the United States in offshore transactions as defined in,
and pursuant to, Regulation S under the Securities Act ("Regulation
S") or (b) in the in the United States only to persons reasonably
believed to be "qualified institutional buyers" (as defined in Rule
144A of the Securities Act) ("QIBs") in transactions not involving
any "public offering" within the meaning of Section 4(a)(2) of the
Securities Act and/or pursuant to an exemption from, or transaction
not subject to, the registration requirements of the Securities
Act. It and the prospective beneficial owner of the offer shares
is, and at the time the offer shares are acquired will be, (i)
outside the United States and acquiring the offer shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB and (b) acquiring the offer shares
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act. No public
offering of securities is being made in the United States. No
money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the
information contained in this announcement, will not be
accepted.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Zotefoams plc and
Zotefoams plc's shares. Such information has not been independently
verified. 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.
In connection with the Placing, the Banks 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, offer to sell for its own accounts such Placing Shares and
other securities of Zotefoams plc 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
either of the Banks and any of their respective affiliates acting
as investors for their own accounts. The Banks 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.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Zotefoams plc or its shares.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
FCA in the United Kingdom and Investec Bank plc ("Investec Bank")
is authorised by the Prudential Regulation Authority and regulated
in the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority. Investec Europe Limited (trading
as Investec Europe), acting as agent on behalf of Investec Bank in
certain jurisdictions in the EEA (together Investec Bank and
Investec Europe hereinafter referred to as "Investec" and together
with Peel Hunt, the "Banks")), is regulated in Ireland by the
Central Bank of Ireland. Each of the Banks is acting for Sekisui
Alveo only in connection with the Placing and no one else, and will
not be responsible to anyone other than Sekisui Alveo for providing
the protections offered to clients of the Banks 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 announcement has been issued by the Banks on behalf of
Sekisui Alveo and is the sole responsibility of Sekisui Alveo apart
from the responsibilities and liabilities, if any, that may be
imposed on Peel Hunt and Investec by the Financial Services and
Markets Act 2000. Neither Peel Hunt nor Investec accepts any
responsibility whatsoever and makes no representation or warranty,
express or implied, for the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by Sekisui Alveo or on
Sekisui Alveo's behalf or on Peel Hunt's or Investec's behalf, in
connection with Sekisui Alveo or the Placing, and nothing in this
announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or the
future. Each of Peel Hunt and Investec accordingly disclaims to the
fullest extent permitted by law all and any responsibility and
liability, whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this announcement and any such
statement.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("FSMA") by, a person authorised under FSMA.
This announcement is being distributed and communicated to persons
in the United Kingdom only in circumstances in which section 21(1)
of FSMA does not apply.
This information is provided by RNS, the news service of the
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END
ROIDZGGFDRFGMZM
(END) Dow Jones Newswires
March 08, 2021 10:04 ET (15:04 GMT)
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