TIDMAO.
RNS Number : 4883R
AO World plc
06 July 2022
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
6 July 2022
AO World PLC
("AO World" or the "Company")
-- AO World announces a retail offer via PrimaryBid;
-- The price will be 43 pence per share;
-- Investors can access the Retail Offer by visiting
www.primarybid.com and downloading the PrimaryBid mobile app;
-- The issue price for the Retail Shares will be equal to the Placing Price;
-- There is a minimum subscription of GBP250 per investor in the Retail Offer; and
-- No commission is charged by PrimaryBid on applications to the Retail Offer.
Retail Offer
AO World today announces a retail offer via PrimaryBid of new
Ordinary Shares (the "Retail Shares") of 0.25 pence each in the
capital of the Company (the "Retail Offer").
As separately announced today, the Company is conducting a
non-pre-emptive placing of new Ordinary Shares (the "Placing
Shares") in the capital of the Company (the "Placing", together
with the Retail Offer, the "Capital Raise") through an accelerated
bookbuild process (the "Bookbuild") at a price of 43 pence per
share (the "Placing Price").
The issue price for the Retail Shares will be equal to the
Placing Price.
The net proceeds of the Capital Raise will strengthen the
balance sheet and increase liquidity back to historic levels
(relative to revenue base), and provide the flexibility to
capitalise on market opportunities.
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
so as to (among other things) minimise cost, time to completion and
use of management time, AO World values its retail shareholder base
and wants to give those shareholders an opportunity to participate
in the Company's equity fundraising alongside other investors.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail shareholders the opportunity to participate in the Company's
equity fundraising alongside the Placing is in the best interest of
shareholders, as well as wider stakeholders in AO World.
Details of the Retail Offer
Members of the public in the UK may participate in the Retail
Offer by applying exclusively through the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does
not charge investors any commission for these services.
The Retail Offer, via the PrimaryBid mobile app, is now open to
retail investors. The Retail Offer will close at the same time as
the Bookbuild is completed. The Retail Offer may close early if it
is oversubscribed. There is a minimum subscription of GBP250 per
investor under the terms of the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Offer without giving any
reason for such rejection.
No commission will be charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
important to note that once an application for the Retail Shares
has been made and accepted via PrimaryBid, that application is
irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of the
Retail Shares available for subscription at the Placing Price does
not exceed EUR8 million, as is legally required (equivalent to
approximately GBP6.9m at the exchange rate on 5 July 2022).
Accordingly, the Company is not required to publish, and has not
published, a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of
FSMA. The Retail Offer is not being made into any jurisdiction
where it would be unlawful to do so. In particular, the Retail
Offer is being made only to persons who are, and at the time the
Retail Shares are subscribed for, will be outside the United States
and subscribing for the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S ("Regulation
S") under the U.S Securities Act of 1933, as amended (the
"Securities Act"). Persons who are resident or otherwise located in
the United States will not be eligible to register for
participation in the offer through PrimaryBid or subscribe for
Retail Shares.
The Retail Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares of the Company.
Applications will be made (i) to the Financial Conduct Authority
for the admission of the Retail Shares to the premium listing
segment of the Official List; and (ii) to London Stock Exchange plc
for admission of the Retail Shares to trading on its main market
for listed securities (together, "Admission").
Settlement for the Retail Shares and Admission are expected to
take place on or before 8.00 a.m. on 11 July 2022. The Retail Offer
is conditional upon Admission becoming effective and on the placing
agreement (for the purpose of the Placing) entered into by the
Company not being terminated in accordance with its terms prior to
Admission.
For further details, please refer to www.PrimaryBid.com or email
enquiries@primarybid.com. The terms and conditions on which the
Retail Offer is made, including the procedure for application and
payment for the Retail Shares, is available to all persons who
register with PrimaryBid.
It should be noted that a subscription for the Retail Shares and
any investment in the Company carry a number of risks. Investors
should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to
a recommendation to invest in the Company or amounts to investment,
taxation or legal advice. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's Ordinary Shares if they are in any doubt.
Enquiries
AO World Tel: +44 (0)75 2514 7877
John Roberts, Founder and Chief Executive IR@ao.com
Mark Higgins, Group CFO
Cynthia Alers, Investor Relations Director
PrimaryBid Limited enquiries@primarybid.com
Charles Spencer
James Deal
Powerscourt Tel: +44 (0)20 7250 1446
Rob Greening ao@powerscourt-group.com
Nick Hayns
Elizabeth Kittle
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (together with any statutory instruments made
in exercise of powers conferred by such act) ("UK MAR"), and is
disclosed in accordance with the Company's obligations under
Article 17 of UK MAR.
For the purposes of UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 (as transposed into the laws
of the United Kingdom), this Announcement is being made on behalf
of the Company by Julie Finnemore, Company Secretary.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement below.
IMPORTANT NOTICES
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction. Any failure to comply with
this restriction may constitute a violation of securities laws.
Persons needing advice should consult an independent financial
adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Retail Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
PrimaryBid or any of their affiliates, agents, directors, officers
or employees that that would permit an offer of the Retail Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to such Retail Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES, ITS TERRITORIES OR ITS POSSESSIONS
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY ANY REGULATORY BODY, NOR IS IT INTED THAT
IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan, South Africa, New Zealand,
Singapore or any other jurisdiction in which the same would be
unlawful. No public offering of the securities referred to herein
is being made in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. 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 except 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 Retail Offer is not available to persons in
the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Retail Shares and the Retail Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan. The
Retail Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
the Republic of South Africa, Japan, New Zealand, Singapore or any
other jurisdiction in which such activities would be unlawful.
This Announcement contains certain forward-looking statements
(including beliefs or opinions) with respect to the operations,
performance and financial condition of the Company and its
subsidiary undertakings (the "Group"). These statements are based
on current expectations or beliefs, as well as assumptions about
future events. By their nature, future events and circumstances can
cause results and developments to differ materially from those
anticipated. Except as is required by applicable laws, no
undertaking is given to update the forward-looking statements
contained in this Announcement, whether as a result of new
information, future events or otherwise. Nothing in this document
should be construed as a profit forecast or an invitation to deal
in the securities of the Company. This announcement has been
prepared for the Group as a whole and therefore gives greater
emphasis to those matters which are significant to the Group when
viewed as a whole. Past performance cannot be relied upon as a
guide to future performance.
This Announcement does not constitute a recommendation
concerning any subscriber's investment decision with respect to the
Retail Offer. The price of shares and any income expected from them
may go down as well as up and subscribers may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each subscriber or prospective subscriber should consult his, her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The Retail Shares to be
issued or sold pursuant to the Retail Offer will not be admitted to
trading on any stock exchange other than the London Stock
Exchange.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
If you are in any doubt about the contents of this Announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
It should be remembered that the price of securities and the
income from them can go down as well as up.
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END
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July 06, 2022 02:07 ET (06:07 GMT)
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