TIDMASC
RNS Number : 2454R
ASOS PLC
23 October 2013
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED PLACING OF APPROXIMATELY 1.88 MILLION ORDINARY SHARES
IN ASOS PLC (THE "COMPANY") BY OR ON BEHALF OF CERTAIN MEMBERS OF
THE SENIOR MANAGEMENT TEAM
23 October 2013
On 24 May 2012 the Company announced that under the Management
Incentive Plan (the "Plan") it approved the exchange of
subordinated ordinary shares in ASOS.com Limited, for a total of
4,000,822 ordinary shares with a nominal value of 3.5 pence each in
the Company ("Ordinary Shares"), which were allotted to the
participants in the Plan.
Following the release of the second tranche of these Ordinary
Shares under the Plan on 30 September 2013, certain members of the
Senior Management team of the Company, including Nicholas Robertson
(CEO) and Nicholas Beighton (CFO) (together the "Sellers"),
announce their intention to sell in aggregate approximately 1.04
million Ordinary Shares (the "Plan Shares"). In addition, Nicholas
Robertson announces his intention to sell approximately 0.84
million Ordinary Shares issued to him pursuant to the exercise of
share options (together with the Plan Shares, the "Placing
Shares"). The Placing Shares represent approximately 2.3% of the
Company's issued share capital.
The Placing Shares are being offered to institutional investors
by way of an accelerated bookbuild (the "Placing"), which will be
launched immediately following release of this announcement. J.P.
Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and
Numis Securities Limited ("Numis Securities") are acting as joint
bookrunners in connection with the Placing.
Any Ordinary Shares held by the Sellers which are not sold in
the Placing will be subject to a 180-day lock-up. The Placing
Shares, in all respects, rank pari passu with the Company's
ordinary shares.
The final number of Placing Shares to be placed will be agreed
by J.P. Morgan Cazenove, Numis Securities and the Sellers at the
close of the bookbuild process, and the results of the Placing will
be announced as soon as practicable thereafter. The timings for the
close of the bookbuild process, pricing and allocations are at the
absolute discretion of J.P. Morgan Cazenove and Numis
Securities.
Enquiries:
J.P. Morgan Cazenove +44 (0)20 7742 4000
Luke Bordewich
Nicholas Hall
Numis Securities +44 (0)20 7260 1000
Alex Ham
Tom Ballard
Important Notice
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 ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer orsolicitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the Placing
Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
the Sellers, J.P. Morgan Cazenove or Numis Securities or any of
their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, South Africa or Japan. Any failure to comply with this
restriction may constitute a violation of United States, Canadian,
South African or Japanese securities laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, J.P. Morgan Cazenove
or Numis Securities or any of their respective affiliates that
would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction or possession or distribution of
this announcement or any other offering or publicity material
relating to the Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Sellers, J.P. Morgan
Cazenove or Numis Securities to inform themselves about and to
observe any applicable restrictions.
This announcement has been issued by and on behalf of, and is
the sole responsibility of, the Sellers. 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 J.P. Morgan Cazenove or Numis Securities or by any of
their respective 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.
J.P. Morgan Cazenove, which is authorised by the Prudental
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting only for the Sellers in connection with the
Placing and will not be responsible to anyone other than the
Sellers for providing the protections offered to the clients of
J.P. Morgan Cazenove, nor for providing advice in relation to the
Placing or any matters referred to in this announcement.
Numis Securities, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting only
for the Sellers in connection with the Placing and will not be
responsible to anyone other than the Sellers for providing the
protections offered to the clients of Numis Securities, nor for
providing advice in relation to the Placing or any matters referred
to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Asos (LSE:ASC)
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Asos (LSE:ASC)
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부터 7월(7) 2023 으로 7월(7) 2024