17th Oct 2014 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and it is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada or Japan. Investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Jimmy Choo PLC (the "Company" or "Jimmy Choo") on 17 October 2014 in connection with the admission of its ordinary shares ("Shares") to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Copies of the Prospectus will, following publication, be available for inspection on the Company's website at www.jimmychooplc.com and at the Company's registered office at 10 Howick Place, London, SW1P 1GW.
FOR IMMEDIATE RELEASE
17 October 2014
Jimmy Choo PLC
Announcement of Offer Price
Offer Price Set At 140 Pence per Share
Following the announcement by Jimmy Choo PLC on 23 September 2014 of its intention to proceed with an initial public offering (the "IPO" or the "Offer"), the Company today announces the successful pricing of its IPO.
Offer Highlights
· The offer price has been set at 140 pence per Share (the "Offer Price").
· Based on the Offer Price, the total market capitalisation of Jimmy Choo at the commencement of conditional dealings will be £545.6 million.
· The Offer comprises 100,923,674 Shares, representing 25.9 per cent. of Jimmy Choo's share capital, excluding the Over-allotment Option (defined below). The Company has 389,737,588 Shares in issue.
· Gross proceeds of £141 million from the Offer will be received by JAB Luxury GmbH ("JAB Luxury").
· Gross proceeds of £34,349 from the Offer will be received by the Company's employee benefit trust (the "EBT") on behalf of certain employees.
· JAB Luxury has granted an over-allotment option in respect of 15,138,551 Shares (the "Over-allotment Option"). If the Over-allotment Option is exercised in full, the incremental gross proceeds raised by JAB Luxury would be approximately £21 million.
Following Admission
· JAB Luxury will hold 70.2 per cent. of Jimmy Choo's share capital (assuming no exercise of the Over-allotment Option).
· The Directors and Senior Managers of Jimmy Choo will hold 2.0 per cent. of Jimmy Choo's share capital.
· Certain other employees of Jimmy Choo, JAB Luxury and its parent, who applied for Shares in the Offer, have been allocated 624,612 Shares in the Offer, corresponding to £0.9 million.
· Conditional dealings in the Shares will commence on the London Stock Exchange at 8.00 a.m. today (17 October 2014) under the ticker CHOO.
· Admission to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8.00 a.m. on 22 October 2014.
Pierre Denis, Chief Executive Officer of Jimmy Choo, said:
"We are delighted with our successful IPO. Today's announcement marks an important milestone for Jimmy Choo and recognises not only the appeal of our high quality products but also confidence in our ability to outperform the luxury shoe market. We welcome our new shareholders and look forward to sharing with them the continuing momentum of this exceptional brand."
Further Information
· Each of Jimmy Choo, its Directors and Senior Managers, JAB Luxury and the EBT have committed to lock-up arrangements of 360 days after the date of Admission, which are subject to certain customary exceptions.
· Following completion of the IPO, the Company is expecting to be eligible for inclusion in the FTSE UK Index Series at the quarterly review in December 2014.
· In relation to the Offer and Admission, Merrill Lynch International is acting as Sole Sponsor, Sole Global Co-ordinator and Joint Bookrunner, HSBC Bank plc is acting as Joint Bookrunner and BHF-BANK Aktiengesellschaft is acting as Co-Lead Manager.
Enquiries
Jimmy Choo: +44 (0) 207 368 5000
Pierre Denis, Chief Executive Officer
Jonathan Sinclair, Chief Financial Officer and Executive Vice President
Will Smith, Director of Investor Relations
Sole Sponsor, Sole Global Co-ordinator and Joint Bookrunner
BofA Merrill Lynch: +44 (0) 207 628 1000
Federico Aliboni
James Fleming
Peter Luck
Paul Bundred
Joint Bookrunner
HSBC: +44 (0) 207 991 8888
Natalie Blyth
Andrew Judge
Luca Pietrantoni
Richard Fagan
Co-Lead Manager
BHF-BANK: +49 (0) 69 718 0
Cornelius Clotten
Christopher Richert
Media Enquiries
Montfort Communications: +44 (0) 203 514 0897
Hugh Morrison +44 (0) 7739 655 492
Sophie Blythe +44 (0) 7881 580 756
Notes to Editors
Except where the context otherwise requires, defined terms used in these notes to editors have the meanings given to such terms in the Prospectus, which will be published by Jimmy Choo and will be available, following publication, at www.jimmychooplc.com.
Expected Timetable
Event | Time and Date (1) |
Commencement of conditional dealings in the Shares on the London Stock Exchange (2) | 8.00 a.m. on 17 October 2014 |
Admission and commencement of unconditional dealings in the Shares on the London Stock Exchange | 8.00 a.m. on 22 October 2014 |
Crediting of Shares to CREST accounts | 22 October 2014 |
Despatch of definitive share certificates (where applicable) | Commencing 22 October 2014 |
Notes:
(1) Times and dates set out in the timetable above and mentioned throughout this announcement that fall after the date of publication of this announcement, are indicative only and may be subject to change without further notice. All references to time in this timetable are to UK time.
(2) It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.
Offer Statistics
Offer Price (per Share) | 140 pence |
Number of Shares in issue | 389,737,588 |
Number of Shares to be sold by JAB Luxury in the Offer (1) | 100,899,139 |
Number of Shares to be sold by the EBT in the Offer | 24,535 |
Percentage of the issued ordinary share capital being offered in the Offer (1) | 25.9 per cent. |
Number of Shares subject to the Over-allotment Option (2) | 15,138,551 |
Market value of the Company at the Offer Price | £545.6 million |
Gross proceeds of the Offer receivable by JAB Luxury (1)(3) | £141 million |
Gross proceeds of the Offer receivable by the EBT (4) | £34,349 |
Estimated net proceeds of the Offer receivable by JAB Luxury (1)(5) | £136 million |
Estimated net proceeds of the Offer receivable by the EBT (6) | £33,147 |
Notes:
(1) Assuming no exercise of the Over-allotment Option.
(2) The maximum number of Shares comprised in the Over-allotment Option is, in aggregate, up to a maximum of 15 per cent. of the total number of Shares comprised in the Offer.
(3) The gross proceeds receivable by JAB Luxury are stated without deduction of underwriting commissions and amounts in respect of stamp duty or SDRT payable by JAB Luxury in connection with the Offer.
(4) The gross proceeds receivable by the EBT are stated without deduction of underwriting commissions and amounts in respect of stamp duty or SDRT payable by the EBT in connection with the Offer.
(5) The estimated net proceeds receivable by JAB Luxury are stated after deduction of the underwriting commissions and other fees and expenses of the Offer (including VAT) payable by JAB Luxury, of approximately £5.6 million. The Company is not raising any proceeds from the Offer.
(6) The estimated net proceeds receivable by the EBT are stated after deduction of the underwriting commissions and other fees and expenses of the Offer (including VAT) payable by the EBT, of £1,202.
DISCLAIMERS
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Merrill Lynch International solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is an advertisement and not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course in connection with the proposed admission of the Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession 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 contain or constitute an offer of, or the solicitation of an offer to buy, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold, directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors").
This announcement refers to securities that may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This announcement has not been filed with or approved by any Swiss regulatory authority and may not be publicly distributed or otherwise made publicly available in Switzerland.
This announcement relates to securities being offered in an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This announcement is only addressed to and directed at, and is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person.
This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company does not undertake to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.
Each of the Company and Merrill Lynch International, HSBC Bank plc and BHF-BANK Aktiengesellschaft (together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase of Shares in the Offer should be made solely on the basis of the information contained in the final Prospectus to be published by the company in due course. No reliance may, or should, be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The Offer timetable, including the date of Admission, may be influenced by a range of circumstances and there is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of Shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.
Merrill Lynch International and HSBC Bank plc, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and BHF-BANK Aktiengesellschaft, who is regulated by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) and registered as "EEA Authorised" in the Financial Services Register, are acting exclusively for the Company and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such 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 Shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the Shares by any of the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Banks intends 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 Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information 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, Merrill Lynch International, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot 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. Merrill Lynch International is not required to enter into such transactions and such transactions may be effected on any securities 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 in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Merrill Lynch International 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 Shares above the offer price. Save as required by law or regulation, neither Merrill Lynch International 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.
In connection with the Offer, Merrill Lynch International, as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 20 per cent. of the total number of Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any over-allotments and/or from sales of Shares effected by it during the stabilisation period, JAB Luxury will grant to Merrill Lynch International an option (the "Over-allotment Option") pursuant to which Merrill Lynch International may require JAB Luxury to sell additional Shares (the "Over-allotment Shares") at the offer price. The Over-allotment Option will be exercisable in whole or in part, upon notice by Merrill Lynch International, for 30 calendar days after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares sold by Merrill Lynch International will be sold on the same terms and conditions as the Shares being sold in the Offer and will form a single class for all purposes with the other Shares. Save as required by law or regulation, neither Merrill Lynch International 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.
Certain figures contained in this document have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
Related Shares:
Jimmy Choo