TIDMASC
RNS Number : 8872U
ASOS PLC
08 April 2021
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA,
JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
This press release relates to the disclosure of information that
qualified, or may have qualified, as inside information within the
meaning of Article 7(1) of (i) Regulation (EU) No 596/2014 of the
European Parliament and of the Council of 16 April 2014, as amended
(the "EU Market Abuse Regulation") and (ii) the EU Market Abuse
Regulation as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018.
ASOS plc
For immediate release: 8 April 2021
ASOS plc launches senior unsecured guaranteed convertible bond
offering of GBP 500 million due 2026
ASOS plc (the "Company" or "ASOS") today announces the launch by
its wholly owned subsidiary Cornwall (Jersey) Limited (the
"Issuer") of an offering (the "Offering") of GBP500 million of
senior unsecured guaranteed convertible bonds due 2026 (the
"Bonds"), guaranteed by the Company and ASOS.com Limited (the
"Guarantors").
The net proceeds of the issue of the Bonds will provide ASOS
with additional flexibility to continue to invest behind its global
growth strategy, as well as refinancing the acquisition of Topshop
brands completed in February 2021.
The Bonds will be issued at par and are expected to carry a
coupon of between 0.50% and 1.00% per annum payable semi-annually
in arrear in equal instalments on 16 April and 16 October in each
year, with the first interest payment date being 16 October 2021.
The Bonds will be convertible into preference shares of the Issuer
(the "Preference Shares") which will be exchanged for ordinary
shares of the Company (the "Shares"). The initial conversion price
is expected to be set at a premium between 45% and 50% above the
reference share price which will be equal to the placement price of
a Share in the Concurrent Delta Placement (as defined and further
described below). The conversion price will be subject to
adjustment in certain circumstances in line with market
practice.
Settlement and delivery of the Bonds is expected to take place
on or about 16 April 2021 (the "Issue Date"). If not previously
converted, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on 16 April 2026. The Issuer will have the option
to redeem all, but not some only, outstanding Bonds on or after 7
May 202 4 , at par plus accrued interest, if the parity value on
each of at least 20 dealing days in a period of 30 consecutive
dealing days ending not more than 5 London business days prior to
the giving of the relevant Optional Redemption Notice (as defined
in the terms and conditions of the Bonds) shall have equalled or
exceeded GBP130,000.
The Issuer will also have the option to redeem all outstanding
Bonds, at par plus accrued interest, at any time if 85% or more of
the principal amount of the Bonds shall have been previously
converted, redeemed or repurchased and cancelled.
The Issuer and the Guarantors have been advised by the Joint
Global Coordinators that the Joint Global Coordinators will
organise a simultaneous placement of existing Shares (the
"Concurrent Delta Placement") on behalf of certain subscribers of
the Bonds who wish to sell those Shares in short sales to
purchasers procured by the Joint Global Coordinators in order to
hedge the market risk to which the subscribers are exposed with
respect to the Bonds that they acquire in the Offering. The
placement price for the short sales in the Concurrent Delta
Placement shall be determined via an accelerated bookbuilding
process that will be carried out by the Joint Global Coordinators.
The Guarantors and the Issuer will not receive any proceeds from
any sale of Shares in connection with the Concurrent Delta
Placement.
Application is intended to be made for the Bonds to be admitted
to trading on the unregulated open market (Freiverkehr) of the
Frankfurt Stock Exchange after the Issue Date but prior to the
first interest payment date.
HSBC and J.P. Morgan Cazenove are acting as Joint Global
Coordinators and Joint Bookrunners for the Offering.
Barclays and Citigroup Global Markets Limited are also acting as
Co-bookrunners for the Offering.
Background note
ASOS is an online retailer 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
market-leading app and mobile/desktop web experience, available in
ten languages and in over 200 markets, ASOS customers can shop a
curated edit of 85,000 products, sourced from 850 of the best
global and local third-party brands and its mix of fashion-led
in-house 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 returns options, including
Next-Day Delivery and Same-Day Delivery, dispatched from
state-of-the-art fulfilment centres in the UK, US and Germany.
ASOS' websites attracted 248.6m visits during February 2021
(February 2020(1) : 214.1m) and as at 28 February 2021 had 24.9m
active customers(2) (29 February 2020: 22.3m), of which 7.8m were
located in the UK and 17.1m were located in international
territories (29 February 2020: 6.8m in the UK and 15.5m
internationally).
(1) Restated visits, previously reported number 215.4m; visits
for February 2020 include an extra day, on a like for like basis
February 2020 visits would have been 206.7m, (2) Defined as having
shopped in the last 12 months as at 28/29 February
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTORS, THE
JOINT GLOBAL COORDINATORS OR THE CO-BOOKRUNNERS (TOGETHER, THE
"MANAGERS") OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT
AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS
PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE
BONDS, THE GUARANTEES IN RESPECT THEREOF, THE PREFERENCE SHARES OR
THE SHARES (HEREINAFTER, THE "SECURITIES") IN ANY JURISDICTION
WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE
POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE
GUARANTORS AND THE MANAGERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED IN THIS PRESS RELEASE HAVE NOT BEEN AND
WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. THERE
WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR
IN ANY OTHER JURISDICTION.
IN CONNECTION WITH THE OFFERING OF THE BONDS AND THE CONCURRENT
DELTA PLACEMENT, THE MANAGERS AND ANY OF THEIR RESPECTIVE
AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP
THE SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL
FOR ITS OWN ACCOUNT THE SECURITIES OR ANY OTHER SECURITIES OF THE
ISSUER, THE GUARANTORS OR RELATED INVESTMENTS, AND MAY OFFER OR
SELL THE SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN
CONNECTION WITH THE OFFERING OF THE BONDS AND THE CONCURRENT DELTA
PLACEMENT. THE MANAGERS DO NOT INT TO DISCLOSE THE EXTENT OF ANY
SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH
ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. IN ADDITION, EACH OF
THE MANAGERS AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES MAY
PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE ISSUER, THE
GUARANTORS OR MEMBERS OF THE COMPANY'S GROUP, MAY MAKE MARKETS IN
THE SECURITIES OF SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT
TRANSACTIONS IN SUCH SECURITIES.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN, THE UNITED KINGDOM AND MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (THE "EEA") 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 AND
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED (THE "EUWA").
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU)
NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT
INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE
"PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE
REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS
HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS
DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS (A) IN THE
EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE
COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS
SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND
(II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMING THE BONDS (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS'
TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE
FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK
IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE
MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II OR UK MIFIR; 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 BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM.
FOR THESE PURPOSES, A RETAIL INVESTOR MEANS (A) IN THE EEA, A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN
POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN
THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD
NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF
ARTICLE 4(1) OF MIFID II AND (B) IN THE UNITED KINGDOM, A PERSON
WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT
(8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A
CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (THE "FSMA")
AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT
DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF
REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION
(EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") OR THE
PRIIPS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW
BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION") FOR OFFERING OR
SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL
INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED AND
THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS
REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS
AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM
AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.
THE BONDS MAY BE SOLD ONLY TO PURCHASERS IN THE PROVINCES OF
CANADA PURCHASING AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS
DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR
SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE
PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103
REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT
OBLIGATIONS. ANY RESALE OF THE BONDS, THE PREFERENCE SHARES ISSUED
ON CONVERSION OF THE BONDS OR THE SHARES ISSUED OR TRANSFERRED AND
DELIVERED ON EXCHANGE OF THE PREFERENCE SHARES MUST BE MADE IN
ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE
MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE
INVESTOR OF THE ISSUER'S AND THE GUARANTORS' PUBLICLY AVAILABLE
INFORMATION AND THE TERMS OF THE SECURITIES. NEITHER THE MANAGERS
NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING
FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR
COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER'S AND THE
GUARANTORS' PUBLICLY AVAILABLE INFORMATION. THE INFORMATION
CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS
ENTIRETY WITHOUT NOTICE UP TO THE ISSUE DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES.
NONE OF THE ISSUER, THE GUARANTORS OR THE MANAGERS MAKES ANY
REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY
PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND
POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III)
THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS
OR RELATIVE TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF THE ISSUER AND THE
GUARANTORS AND NO ONE ELSE IN CONNECTION WITH THE SECURITIES AND
WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING
ADVICE IN RELATION TO THE SECURITIES.
Each of the Issuer, the GuarantorS, the Managers and their
respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any statement contained in
this PRESS RELEASE whether as a result of new information, future
developments or otherwise.
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END
IODSSFFIAEFSEDL
(END) Dow Jones Newswires
April 08, 2021 11:46 ET (15:46 GMT)
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