TIDMASC
RNS Number : 8762A
ASOS PLC
26 May 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN 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.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
LEI: 213800H8DBB8JSKDW630
For immediate release
26 May 2023
ASOS plc
("ASOS" or "the Company")
Results of Retail Offer
ASOS announces the successful completion of the retail offer of
new ordinary shares in the capital of the Company (" Ordinary
Shares ") via the PrimaryBid platform (the " Retail Offer ") that
was announced yesterday. Retail investors have subscribed via the
PrimaryBid platform for a total of 1,155,509 new Ordinary Shares
(the " Retail Offer Shares ") at an issue price of 418.1 pence per
share, raising gross proceeds of GBP 4,831,183 and representing
approximately 1.2 per cent of the Company's issued share capital
prior to the Equity Raise (as defined below).
This follows the successful completion of the fully underwritten
non-pre-emptive cash placing of Ordinary Shares that was announced
earlier today (the " Placing ").
In aggregate, the Placing and the Retail Offer (the " Equity
Raise ") comprises 19,093,801 new Ordinary Shares, representing
approximately 19.1 per cent of the Company's existing issued share
capital, and raising gross proceeds of approximately GBP80
million.
The Retail Offer Shares will, when issued, be credited as fully
paid and rank pari passu in all respects with each other, the
shares to be issued under the Placing and with the existing
Ordinary Shares, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Applications have been made to the Financial Conduct Authority
(the " FCA ") for admission of the Retail Offer Shares to the
premium listing segment of the Official List maintained by the FCA
and to the London Stock Exchange plc (the " LSE ") for admission of
the Retail Offer Shares to trading on the LSE's main market for
listed securities (together, " Admission "). Admission and
settlement of the Retail Offer Shares is expected to take place on
or before 8.00 a.m. on 31 May 2023.
Following Admission, the Company will have a total of
119,138,301 Ordinary Shares in issue (with no shares held in
treasury).
For further information:
ASOS plc Tel: 020 7756 1000
Jose Antonio Ramos Calamonte, Chief Executive
Officer
Sean Glithero, Interim Chief Financial
Officer
Michelle Wilson, Senior Director of Strategy
& Corporate Development
Holly Cassell, Head of Investor Relations
Website: www.asosplc.com/investors
PrimaryBid Limited Email: enquiries@primarybid.com
Nick Smith
James Deal
Background note
ASOS is a destination for fashion-loving 20-somethings around
the world, with a purpose to give its customers the confidence to
be whoever they want to be. Through its app and mobile/desktop web
experience, available in nine languages and in over 200 markets,
ASOS customers can shop a curated edit of over 60,000 products,
sourced from nearly 900 global and local third-party brands
alongside a mix of fashion-led own-brand labels - ASOS Design, ASOS
Edition, ASOS 4505, Collusion, Reclaimed Vintage, Topshop, Topman,
Miss Selfridge and HIIT. ASOS aims to give all of its customers a
truly frictionless experience, with an ever-greater number of
different payment methods and hundreds of local deliveries and
return options, including Next-Day Delivery and Same-Day Delivery,
dispatched from state-of-the-art fulfilment centres in the UK, US
and Germany.
Pre-Emption Group Reporting
The Placing and Retail Offer are non-pre-emptive issues of
equity securities for cash, and accordingly the Company makes the
following report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).
Name of Issuer ASOS plc
Transaction In aggregate, the Equity Raise of 19,093,801 Ordinary
details Shares represents approximately 19.1% of the Company's
issued ordinary share capital. Settlement for
the new Ordinary Shares and Admission are expected
to take place on or before 8 a.m. on 31 May 2023.
---------------------------------------------------------
Use of proceeds The use of proceeds of the Equity Raise is to
support the Company's changes to its operating
model t hrough the Driving Change agenda as set
out alongside its FY22 results, as part of the
refinancing of its existing debt. The proceeds
of the Equity Raise are not intended to be used
for any acquisition or specified capital investment.
---------------------------------------------------------
Quantum of In aggregate, the Equity Raise represents gross
proceeds proceeds of approximately GBP80 million and net
proceeds of approximately GBP78 million.
---------------------------------------------------------
Discount The offer price was 418.1 pence representing the
closing price of the shares on 25 May 2023.
---------------------------------------------------------
Allocations Soft pre-emption has been adhered to in the allocations
process. The Company was fully involved in the
allocations process, which has been carried out
in compliance with all applicable MiFID II requirements
and allocation policies.
---------------------------------------------------------
Consultation As outlined in the launch announcement made by
the Company on 25 May 2023 entitled "New Financing
Arrangements & Equity raise", the Company consulted
with and obtained pre-launch underwriting commitments
from its two largest shareholders, Aktieselskabet
Af 5.5.2010 and Camelot Capital Partners, as well
as another shareholder, IGY Limited.
---------------------------------------------------------
Retail investors The Equity Raise included a Retail Offer for a
total of 1,155,509 Retail Offer Shares via the
PrimaryBid platform.
Retail investors, who participated in the Retail
Offer, were able to do so at the same offer price
as all other investors participating in the Equity
Raise announced on 25 May 2023. The Retail Offer
was also left open for a longer period than the
Placing in order that retail investors had a longer
opportunity to participate.
The Retail Offer was made available to existing
shareholders and new investors in the UK. Investors
were able to participate through PrimaryBid's
platform via its partner network (covering 60+
FCA registered intermediaries) and through PrimaryBid's
free-to-use direct channel. Investors had the
ability to participate in this transaction through
ISAs and SIPPs, as well as General Investment
Accounts (GIAs). This combination of participation
routes meant that, to the extent practicable on
the transaction timetable, eligible UK retail
investors had the opportunity to participate in
the Equity Raise alongside institutional investors.
---------------------------------------------------------
IMPORTANT NOTICES
This announcement (together, the " Announcement ") and the
information contained in it is not for publication, release,
transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or South
Africa or any other state or jurisdiction. This Announcement has
not been approved by the London Stock Exchange. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Retail Offer Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the " Securities
Act ") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Retail Offer Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Retail Offer Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, South Africa
or to, or for the account or benefit of, any national, resident or
citizen of the United States, Australia, Canada, Japan, the
Republic of South Africa.
No public offering of the Retail Offer Shares is being made in
the United States, United Kingdom or elsewhere. All offers of the
Retail Offer Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129 as amended from time to time
(the " EU Prospectus Regulation ") or the Prospectus Regulation
(EU) 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended from time to time,
(the " UK Prospectus Regulation ") from the requirement to produce
a prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000, as amended from time
to time (" FSMA ") does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published.
This Announcement has been issued by, and is the sole
responsibility of, the Company.
The distribution of this Announcement and/or the offering of the
Retail Offer Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or any of its
affiliates that would, or which is intended to, permit an offering
of the Retail Offer Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other
offering or publicity material relating to the Retail Offer Shares
in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Retail Offer Shares. Any
investment decision to buy Retail Offer Shares in the Retail Offer
must be made solely on the basis of publicly available
information.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Retail Offer. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Retail Offer Shares to be issued pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the main market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the " UK Product Governance Rules "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the new Ordinary Shares have been subject to a product
approval process, which has determined that such new Ordinary
Shares are: (i) compatible with an end target market of: (a)
investors who meet the criteria of professional clients as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic UK law by virtue of the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020; (b) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook (" COBS "); and (c) retail
clients who do not meet the definition of professional client under
(b) or eligible counterparty per (c); and (ii) eligible for
distribution through all permitted distribution channels (the " UK
target market assessment ").
Notwithstanding the UK target market assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. For the avoidance of
doubt, the UK target market assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the new Ordinary
Shares. Each distributor is responsible for undertaking its own UK
target market assessment in respect of the new Ordinary Shares and
determining appropriate distribution channels.
, 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUNSNROOUVUAR
(END) Dow Jones Newswires
May 26, 2023 12:45 ET (16:45 GMT)
Asos (AQSE:ASC.GB)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Asos (AQSE:ASC.GB)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025
