Proposed placing in IntegraFin Holdings plc
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
United Kingdom, 6 September 2021
Accelerated bookbuilt offering of approximately 3.5 million existing ordinary shares in IntegraFin Holdings plc
Michael Howard (the "Vendor") is selling approximately 3.5 million existing ordinary shares of IntegraFin Holdings plc ("IntegraFin" or the "Company") corresponding to approximately 1.1% of the outstanding ordinary share capital of the Company. The sale will be undertaken via an accelerated bookbuilt offering to institutional investors (the "Offering").
The sale was instructed, primarily, to enable Michael Howard to further fund a charitable foundation and also for diversification purposes. Michael Howard continues to be a director of the Company and his working relationship with the group is unchanged. IntegraFin will not receive any proceeds from the Offering.
Barclays Bank PLC ("Barclays") is acting as Global Coordinator and Bookrunner for the Offering. Bookbuilding will commence immediately. The right is reserved to close the books at any time. The sale price of the shares and the final size of the Offering will be determined after the books have closed.
Following completion of the Offering, the Vendor will own approximately 7.8% of the outstanding ordinary share capital of the Company. This residual shareholding will be subject to a 180 day lock-up undertaking.
Barclays +44 (0)20 7623 2323
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT).
NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE OFFERING. ANY INVESTMENT DECISION TO PURCHASE SECURITIES IN THE OFFERING MUST BE BASED SOLELY ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE RESPONSIBILITY OF, AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY BARCLAYS OR ANY OF ITS AFFILIATES. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THIS OFFERING. THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)E OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) ("QUALIFIED INVESTORS").
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS WHO ARE (I) PERSONS HAVING 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 (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER, OR (III) ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(1)(E) OF THE UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); AND (IV) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED ("RELEVANT PERSONS"). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.
BARCLAYS IS IN THE UK AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY. BARCLAYS IS ACTING FOR EQUINITI FINANCIAL SERVICES LIMITED ("SELLER") AND FOR NO-ONE ELSE IN CONNECTION WITH THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF BARCLAYS OR FOR AFFORDING ADVICE IN RELATION TO THE OFFERING, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY OFFERING, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. BARCLAYS MAY PARTICIPATE IN THE OFFERING ON A PROPRIETARY BASIS. BARCLAYS DOES 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 HAS BEEN ISSUED BY BARCLAYS ON BEHALF OF THE VENDOR AND IS THE SOLE RESPONSIBILITY OF THE VENDOR NONE OF BARCLAYS AND ITS AFFILIATESACCEPTS 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 THE VENDOR, OR ON THE VENDOR'S BEHALF OR ON BARCLAYS', BEHALF, IN CONNECTION WITH THE VENDOR OR THE TRANSACTION, 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 FUTURE PERFORMANCE. BARCLAYSACCORDINGLY 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 DOCUMENT AND ANY SUCH STATEMENT.