8th Oct 2013 07:01
8 October 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus in its final form (the "Prospectus") to be published by Arrow Global Group PLC (the "Company" or "Arrow Global") in due course in connection with the admission of the Company's ordinary shares (the "Ordinary Shares") to the premium listing segment of the Official List of the UK Listing Authority (the "UKLA") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). Following its publication the Prospectus will (subject to certain access restrictions) be available from www.arrowglobal.net. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction.
Arrow Global Group PLCInitial Public Offering - Announcement of Offer Price
Arrow Global, one of the UK's largest and fastest growing consumer debt purchasers and providers of receivables management solutions today announces the successful pricing of its initial public offering (the "Offer").
· The offer price has been set at 205 pence per Ordinary Share (the "Offer Price").
· Based on the Offer Price, the market capitalisation of the Company will be approximately £357.6 million on Admission (as defined below).
· The Offer comprises 92,139,603 Ordinary Shares (the "Offer Shares") (prior to any exercise of the Over-allotment Option), representing 52.8 per cent. of the Company's Ordinary Shares that will be in issue at Admission.
· The Offer is expected to raise gross proceeds of approximately £50.0 million for the Company.
· Conditional dealings will commence on the London Stock Exchange at 8.00 a.m. today under the ticker ARW.
· Admission to the premium listing segment of the Official List, admission of the Shares to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings in the Ordinary Shares (together "Admission") is expected to take place at 8.00 a.m. on 11 October 2013.
· Immediately following Admission, RBS SOF will continue to hold 29.2 per cent. of the Company's Ordinary Shares (prior to any exercise of the Over-allotment Option (as defined below)), which are subject to a 180 day lock-up.
· As stabilising manager on behalf of the syndicate, Goldman Sachs International ("Goldman Sachs") has been granted an over-allotment option, exercisable no later than 30 calendar days from today, by RBS SOF of up to 9,213,960 Ordinary Shares (the "Over-allotment Option"), representing up to 10 per cent. of the Offer Shares.
· Goldman Sachs is acting as Global Co-ordinator, Sponsor and Joint Bookrunner in the Offer and Jefferies International Limited ("Jefferies") is acting as Joint Bookrunner. Canaccord Genuity Limited ("Canaccord") and Numis Securities Limited ("Numis") are acting as Co-Lead Managers. Lazard & Co., Limited is acting as financial adviser to the Company in connection with the Offer.
Commenting on today's announcement, Tom Drury, Chief Executive Officer of Arrow Global, said:
"We are delighted that our initial public offering has been successfully received by investors, and we welcome them to the business. Our focus now is on continuing to drive growth, leveraging our sophisticated data and analytics capabilities, in order to offer investors a highly cash generative business with significant earnings visibility. We also look forward to continuing our commitment to providing our customers with an excellent service based on a fair and collaborative approach."
ENQUIRIES
Arrow Global: | +44 (0)800 130 0169 |
Tom Drury (Chief Executive Officer) | |
Rob Memmott (Chief Financial Officer) | |
College Hill (PR Advisors to Arrow Global): | +44 (0)20 7457 2020 |
Mike Davies | |
Helen Tarbet | |
Goldman Sachs International (Sponsor, Global Co-ordinator and Joint Bookrunner) | +44 (0)20 7774 1000 |
Peter Kimpel | |
Alasdair Warren | |
Julien Petit | |
Alex Watkins | |
Julien Dyon | |
Jefferies International (Joint Bookrunner) | +44 (0)207 029 8000 |
Lee Morton | |
Neil Collingridge |
NOTES
The size and rate of Arrow Global's growth in the UK is measured by debt purchasers' last reported estimated remaining collections on their loan portfolios for a future 120-month period.
Forward looking statements
This announcement contains statements that constitute forward-looking statements, beliefs or opinions, including statements relating to the business, financial condition and results of operations of Arrow Global and the industry in which Arrow Global operates. These statements may be identified by words such as "expectation", "belief", "estimate", "plan", "target", or "forecast" and similar expressions or the negative thereof; or by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. All statements regarding the future involve known and unknown risks and uncertainties and various factors could cause actual future results, performance or events to differ materially from those described or implied in these statements. Such forward-looking statements are based on numerous assumptions regarding Arrow Global's present and future business strategies and the environment in which Arrow Global expects to operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and neither Arrow Global nor any other person accepts any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Past performance is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future. The forward-looking statements in this announcement speak only as at the date of this announcement and Arrow Global, the Banks (as defined below) and their respective affiliates and Arrow Global's other respective advisers expressly disclaim any obligation or undertaking to review or release any updates or revisions to these forward-looking statements to reflect any change in Arrow Global's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this announcement or to update or to keep current any other information contained in this announcement or to provide any additional information in relation to such forward-looking statements, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the UK Financial Conduct Authority ("FCA").
Important notice
Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Offer Shares or other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any 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 does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, these materials are not an offer of securities for sale in the United States. The Offer Shares proposed to be offered by the Group have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or under any securities laws of any state of the United States and 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 Securities Act. There will be no public offering of securities in the United States.
Any purchase or subscription of Ordinary Shares in the proposed Offer or other securities should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Goldman Sachs, which is authorised in the UK by the Prudential Regulatory Authority ("PRA") and regulated by the PRA and FCA and Jefferies, Canaccord and Numis, which are authorised and regulated in the UK by the FCA (together the "Banks"), are acting exclusively for the Group and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, the Banks or any of their respective affiliates, acting as investors for their own accounts may subscribe for or purchase Offer Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Offer Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Offer Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, Goldman Sachs, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Goldman Sachs may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10 per cent. of the total number of Ordinary Shares comprised in the Offer. Goldman Sachs will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Goldman Sachs or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Save as required by law or regulation, neither Goldman Sachs nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
Related Shares:
ARW.L