TIDMNETW
RNS Number : 2759L
Citigroup Global Markets Limited
05 September 2019
Press release, 05 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT 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 THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN 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 Network International
Holdings plc ("Network International" or the "Company")
Further to the announcement released on 4 September 2019,
Emirates NBD Bank PJSC, a company organized under the laws of
United Arab Emirates and WP/GA Dubai IV B.V., a company organized
under the laws of Netherlands (each, a "Seller" and together, the
"Sellers") announce that pursuant to the Placing, the Sellers have
sold (subject to completion of the Placing) an aggregate of 100
million ordinary shares in the share capital of Network
International, by way of an accelerated bookbuild to institutional
investors at a price of 580 pence per ordinary share, raising gross
proceeds of GBP580 million.
Following the completion of the Placing, Emirates NBD Bank PJSC
will hold 59.7 million ordinary shares in the capital of Network
International, representing approximately 11.9 per cent of Network
International's entire issued share capital and WP/GA Dubai IV B.V.
will hold 53.8 million ordinary shares in the capital of Network
International, representing approximately 10.8 per cent of Network
International's entire issued share capital.
These shares are subject to a 60-day lock-up undertaking
(subject to certain exceptions, including in relation to existing
security arrangements).
No proceeds from the Placing will be received by Network
International.
Citigroup Global Markets Limited ("Citigroup"), Emirates NBD
Capital Limited ("EMCAP"), J.P. Morgan Securities plc which
conducts its UK investment banking activities as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove") and Morgan Stanley & Co.
International plc ("Morgan Stanley") acted as Joint Bookrunners in
connection with the Placing.
Enquiries
Citigroup +44 (0) 20 7986 4000
Suneel Hargunani
Robert Redshaw
EMCAP +971 4 303 2800
Asar Mashkoor
Prasad Chari
J.P. Morgan +44 (0) 20 7742 4000
Nicolas Skaff
Lorenzo Soler
Morgan Stanley +44 (0) 20 7425 8000
Marina Shchukina
James Manson-Bahr
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,
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 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, South Africa,
Japan 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"), and may not be offered or sold,
directly or indirectly, in 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.
In member states of the European Economic Area ("EEA"), this
announcement and any offer of Placing Shares if made subsequently
is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation ("Qualified
Investors"). For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. 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.
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 Network International
and Network International's shares. Such information has not been
independently verified and the Sellers and the Joint Bookrunners
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.
In connection with the Placing, Citigroup Global Markets Limited
("Citigroup"), Emirates NBD Capital Limited ("EMCAP"), J.P. Morgan
Securities plc which conducts its UK investment banking activities
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Morgan Stanley
& Co. International plc ("Morgan Stanley") (the "Joint
Bookrunners") 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 Network
International 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 the Joint Bookrunners and any of
its respective affiliates acting as investors for their own
accounts. The Joint Bookrunners 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. EMCAP
is an affiliate of Emirates NBD Bank PJSC, one of the Sellers.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Network International or its shares.
The Joint Bookrunners (other than EMCAP) are authorised by the
Prudential Regulatory Authority ("PRA") and regulated by the
Financial Conduct Authority ("FCA") and the PRA. EMCAP is regulated
by the Dubai Financial Services Authority. The Joint Bookrunners
are acting for the Sellers only in connection with the Placing and
no one else, and will not be responsible to anyone other than the
Seller 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.
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.
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
ROILFFSLARISIIA
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