TIDMAT.
RNS Number : 1766N
Numis Securities Limited
18 January 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA ,
AUSTRALIA , CANADA , JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
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 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
18 January 2023
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN ASHTEAD
TECHNOLOGY HOLDINGS PLC (THE "COMPANY" OR "ASHTEAD TECHNOLOGY")
BP Inv2B Bidco Ltd ("BP Bidco"), an entity controlled and
majority-owned by Buckthorn Partners LLP ("Buckthorn Partners") and
certain members of executive management of Ashtead Technology
announce their intention to sell ordinary shares of 5 pence each in
the Company (the "Shares") through a placing, by way of an
accelerated bookbuild, to institutional investors (the
"Placing").
BP Bidco has indicated an intention to sell at least 11,000,000
ordinary shares in Ashtead Technology, representing approximately
13.8% of the Company's issued share capital.
In addition, Allan Pirie, and Ingrid Stewart, Chief Executive
Officer and Chief Financial Officer of the Company ("Management"),
have also indicated their intention to sell 425,000 and 35,000
shares respectively as part of the Placing for personal financial
and estate planning purposes.
The Shares to be offered by BP Bidco and Management (together
the "Sellers") pursuant to the Placing (the "Placing Shares"),
being, in aggregate, at least 11,460,000 Shares, represent
approximately 14.4% of the Company's issued share capital.
The Placing will be launched immediately following this
announcement. Numis Securities Limited ("Numis") and Canaccord
Genuity Limited ("Canaccord") are acting as Joint Bookrunners in
connection with the Placing.
BP Bidco currently directly holds 22,301,656 Shares in Ashtead
Technology, representing approximately 28.0% of the issued share
capital of the Company. Allan Pirie and Ingrid Stewart currently
directly hold 2,166,600 and 300,786 Shares in Ashtead Technology,
respectively.
Joseph Connolly, a Non-Executive Director of the Company, has a
small beneficial interest in the Company through BP Bidco which
will not be disposed of as part of the Placing.
As part of the Placing, BP Bidco and Management will enter into
a 60 day lock-up and 120 day lock-up arrangement respectively,
subject to certain customary exceptions.
The final number of Placing Shares to be placed, and the price
at which the Placing Shares are to be placed, will be agreed by
Numis, Canaccord 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 are at the absolute discretion of Numis and
Canaccord.
The Company will not receive any proceeds from the Placing.
ENQUIRIES
Numis (Joint Bookrunner ) +44 (0) 207 260 1000
Julian Cater / George Price / Tom Burrows
Smith
Jamie Loughborough / William Baunton
(ECM)
Canaccord (Joint Bookrunner ) +44 (0) 207 523 8000
Bobbie Hilliam / Harry Rees
Sam Lucas / Darren Furby (ECM)
IMPORTANT NOTICE
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia ) (collectively, the
" United States "), Australia , Canada , Japan or the Republic of
South Africa or any other jurisdiction where such an announcement
would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession this document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the Company or any of its respective affiliates that would
permit an offering of the Placing Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), 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.
Accordingly, the Placing Shares are being offered and sold by the
Company only (i) outside the United States in "offshore
transactions" (as such terms are defined in Regulation S under the
Securities Act ("Regulation S")) in reliance on Regulation S under
the Securities Act and otherwise in accordance with applicable
laws; and (ii) in the United States to a limited number of persons
reasonably believed to be "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act). There will be no
public offer of any securities in the United States .
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state or other
securities commission or other regulatory authority in the United
States , and none of the foregoing authorities has 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, admission document 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, Numis, Canaccord or any of their respective
affiliates.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, any of the Sellers, Numis, Canaccord or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, any of the Sellers, Numis, Canaccord or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
Members of the public are not eligible to take part in the
Placing. This Announcement and the information set out herein are
for information purposes only and are directed at and may only be
communicated to (a) in the European Economic Area ("EEA"), persons
who are "qualified investors" within the meaning of Article 2(e) of
Prospectus Regulation (Regulation (EU) 2017/1129); and (b) in the
United Kingdom , at "qualified investors" within the meaning of
Article 2(e) of the UK version of Prospectus Regulation (Regulation
(EU) 2017/1129) which forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 who are also (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 (the "Order"), (ii) high net worth
bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
Order, or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (a) and (b) together
being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in in the Company or its shares.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
Numis, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom , is acting only for the
Sellers in connection with the Placing and neither Numis nor any of
its affiliates will be responsible to anyone other than the Sellers
for providing the protections offered to the clients of Numis, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on Numis by the
Financial Services and Markets Act 2000, any liability therefor is
expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment
and tax advice as they see fit.
Canaccord, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Sellers in connection with the Placing and neither Canaccord nor
any of its affiliates will be responsible to anyone other than the
Sellers for providing the protections offered to the clients of
Canaccord, nor for providing advice in relation to the Placing or
any matters referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on Canaccord by
the Financial Services and Markets Act 2000, any liability therefor
is expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment
and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
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.
Information to Distributors
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis and Canaccord will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
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 (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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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 Placing Shares have been subject to a product approval
process, which has determined that such Placing 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 distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing 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.
The UK target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK target market assessment, Numis and
Canaccord will only procure investors who meet the criteria of
professional clients and eligible counterparties. 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 Placing Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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END
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