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Offer Price Announcement

16th Jun 2010 07:00

RNS Number : 6933N
Jupiter Fund Management plc
16June 2010
 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION,IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,JAPAN, SWITZERLAND OR THE UNITED ARAB EMIRATES

This announcement is an advertisement and nota prospectus. Investors should not purchase or subscribe for any transferable securitiesreferred to in this announcement except on the basis of information in the prospectuspublished by Jupiter Fund Management plc on 2 June 2010 (the "Company" and, togetherwith its subsidiary undertakings, "Jupiter" or the "Group"), in connection withthe admission of the ordinary shares of 2p each in the capital of the Company ("OrdinaryShares") to the premium listing segment of the Official List of the UK FinancialServices Authority ("FSA") and to trading on the main market for listed securitiesof London Stock Exchange plc ("Admission").

 

Offer Price Announcement

Jupiter Fund Management plc

16 June 2010

 

 

JUPITER ANNOUNCES OFFER PRICE OF 165P PER ORDINARYSHARE

Jupiter today announces the pricing of its initialpublic offering of Ordinary Shares (the "IPO" or the "Global Offer").

 

- The Offer Price has been set at 165 pence perOrdinary Share.

 

- Based on the Offer Price, the market capitalisationof Jupiter at the commencement of conditional dealings will be approximately £755million.

 

- The Global Offer comprises the issue of 133,500,607new Ordinary Shares and the sale of 20,295,773 existing Ordinary Shares, representingin aggregate 34% of the enlarged issued Ordinary Share capital at Admission of 457,699,916(assuming no exercise of the over-allotment option).

 

- As stabilising manager, J.P. Morgan SecuritiesLtd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove)("J.P. Morgan Cazenove") has been granted an over-allotment option by certain sellingshareholders over up to 13,350,184 Ordinary Shares, representing approximately 10%of the new Ordinary Shares in the Global Offer, exercisable for a period of 30 calendardays from today.

 

- The primary proceeds of the Global Offer andthe capital restructuring, which will take effect on Admission, will strengthen Jupiter'sbalance sheet to a level the Directors believe will be beneficial to the business,clients and shareholders over the long-term.

 

- At Admission, Jupiter's directors, employeesand persons connected with them will hold approximately 41% of the Company's OrdinaryShares, most of which are subject to various lock-in and vesting arrangements, asdescribed in the Prospectus.

 

- At Admission, the TA Funds will hold approximately22% of the Company's Ordinary Shares, which are subject to lock-in arrangements,as described in the Prospectus.

 

- Conditional dealings are expected to commenceon the London Stock Exchange at 8.00 am on 16 June 2010 under the ticker symbol JUP.Admission to the premium listing segment of the Official List of the FSA and to tradingon the main market for listed securities of the London Stock Exchange and the commencementof unconditional dealings are expected to take place at 8.00 am on 21 June 2010.

 

A pricing statement relating to the Global Offer(the "Pricing Statement") will be submitted to the UK Listing Authority. Copiesof the Pricing Statement are available free of charge during normal business hours,from the following address:

 

Jupiter Fund Management plc

Company Secretarial Department

1 Grosvenor Place

London SW1X 7JJ

 

The Pricing Statement will shortly be availableto view, subject to certain restrictions, on the website of Jupiter Fund Managementplc, www.investorsjupiteronline.co.uk 

 

A copy of the Pricing Statement will also shortlybe available for inspection at the FSA's Document Viewing Facility, which is situatedat:

 

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel No: +44 (0) 20 7066 1000

 

J.P. Morgan Cazenove is acting as Sole Sponsor,Joint Financial Adviser, Joint Bookrunner and Stabilisation Manager in respect ofthe Global Offer. BofA Merrill Lynch is acting as Joint Bookrunner in respect ofthe Global Offer. Lexicon Partners Limited ("Lexicon Partners") is acting as JointFinancial Adviser. Numis Securities Limited ("Numis") is acting as Co-lead Managerin respect of the Global Offer.

 

 

ENQUIRIES

For further information contact:

Jupiter +44 (0)20 7412 0703

Edward Bonham Carter, Chief Executive Officer

Philip Johnson, Chief Financial Officer

Alicia Wyllie, Head ofCommunications

 

J.P. Morgan Cazenove +44 (0)20 7742 4000

Tim Wise

Jonathan Wilcox

Edward Squire

 

BofA MerrillLynch +44(0)20 7629 1000

Mark Astaire

Rupert Hume-Kendall

Will Smith

 

Lexicon PartnersLimited +44 (0)207653 6000

Charles Outhwaite

Joe Chambers

 

Financial Dynamics +44 (0)20 7831 3113

Andrew Walton

John Waples

 

Disclaimer

The contents of this announcement, which have beenprepared by and are the sole responsibility of the Company, have been approved solelyfor the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000("FSMA") by J.P. Morgan Securities Ltd. of 125 London Wall, London EC2Y 5AJ UnitedKingdom. This announcement has been prepared solely to provide information aboutthe Global Offer and does not constitute or form part of any offer or invitationto sell, or any solicitation of any offer to purchase nor shall it (or any part ofit) or the fact of its distribution, form the basis of, or be relied on in connectionwith, any contract therefor. The offer and the distribution of this announcementand other information in connection with the listing and offer in certain jurisdictionsmay be restricted by law and persons into whose possession any document or otherinformation referred to herein comes should inform themselves about, and observe,any such restrictions. Any failure to comply with these restrictions may constitutea violation of the securities laws of any such jurisdiction.

Neither this announcement nor any copy of it maybe made or transmitted into the United States, its territories or possessions ordistributed, directly or indirectly, in the United States, its territories or possessions.Neither this announcement nor any copy of it may be taken or transmitted into Australia,Canada, Japan, Switzerland or the United Arab Emirates or to any persons in any ofthose jurisdictions. Any failure to comply with this restriction may constitutea violation of United States, Australian, Canadian, Japanese, Swiss or United ArabEmirates securities law. The distribution of this document in other jurisdictionsmay be restricted by law and persons into whose possession this document comes shouldinform themselves about, and observe, any such restrictions. The securities referredto herein have not been registered under the applicable securities laws of the UnitedStates, Australia, Canada, Japan, Switzerland or the United Arab Emirates and, subjectto certain exceptions, may not be offered or sold within the United States, Australia,Canada, Japan, Switzerland or the United Arab Emirates or to any national, residentor citizen of the United States, Australia, Canada, Japan, Switzerland or the UnitedArab Emirates.

In particular, this announcement is not an offerfor sale of, or a solicitation to purchase or subscribe for, any securities in theUnited States. The Ordinary Shares referred to herein have not been, and will notbe, registered under the US Securities Act of 1933, as amended (the "SecuritiesAct"), or the laws of any state or jurisdiction of the United States and may notbe offered or sold in the United States absent registration or an applicable exemptionfrom, or transaction not subject to, the registration requirements of the SecuritiesAct and applicable state laws. The Company does not intend to conduct a public offeringof securities in the United States.

This announcement includes forward-looking statementsboth with respect to the Group and the sectors and industries in which the Groupoperates. Statements which include the words "believes", "estimates", "expects","intends", "plans", "projects", "seeks", "anticipates", "will", "targets","aims", "may", "would", "should", "could", "continue" or, in each case,their negative or other variations or comparable terminology and similar statementsof a future or forward-looking nature, including discussions of strategy, plans,aims, objectives, goals, future events or intentions, identify forward-looking statements.

All forward-looking statements address mattersthat involve risks and uncertainties and are not guarantees of future performance.Accordingly, there are or will be important factors that could cause the Group'sactual results of operations and financial condition to differ materially from thoseindicated in these statements. Any forward-looking statements speak only as of thedate of this announcement. Subject to any obligations under the Prospectus Rules,the Listing Rules and the Disclosure and Transparency Rules, the Company undertakesno obligation to update publicly or review any forward-looking statement, whetheras a result of new information, future developments or otherwise. All subsequentwritten and oral forward-looking statements attributable to the Group, the Directorsor individuals acting on behalf of the Group are expressly qualified in their entiretyby this paragraph.

J.P. Morgan Cazenove, Merrill Lynch International,Numis (together the "Managers") and Lexicon Partners are each regulated by theFinancial Services Authority and are acting exclusively for the Company and no-oneelse in connection with the Global Offer and will not regard any other person astheir respective clients (as defined in the rules of the Financial Services Authority)or be responsible to any other person for providing the protections afforded to theirrespective clients nor for providing advice in relation to the Global Offer and thearrangements detailed in this announcement. None of the Managers nor Lexicon Partnersare making any representation or warranty, express or implied, as to the contentsof this announcement.

This announcement does not constitute a recommendationconcerning the Global Offer. The price and value of securities can go down as wellas up. Past performance is not a guide to future performance. Information in thisannouncement or any of the documents relating to the Global Offer cannot be reliedupon as a guide to future performance. Potential investors should consult a professionaladviser as to the suitability of the Global Offer for the entity concerned.

In connection with the Global Offer, each of theManagers and any of their respective affiliates, acting as investors for their ownaccounts, may subscribe for or purchase Ordinary Shares and in that capacity mayretain, purchase, sell, offer to sell or otherwise deal for their own accounts insuch Ordinary Shares and other securities of Jupiter or related investments in connectionwith the Global Offer or otherwise. Accordingly, references in the prospectus tothe Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwisedealt in should be read as including any issue or offer to, or subscription, acquisition,placing or dealing by any of the Managers and any of their respective affiliatesacting as investors for their own accounts. The Managers do not intend to disclosethe extent of any such investment or transactions otherwise than in accordance withany legal or regulatory obligations to do so.

None of the Managers, Lexicon Partners nor anyof their respective affiliates or any of their respective directors, officers, employees,advisers or agents accepts any responsibility or liability whatsoever for/or makesany representation or warranty, express or implied, as to the truth, accuracy orcompleteness of the information in this announcement (or whether any informationhas been omitted from the announcement) or any other information relating to theCompany, its subsidiaries or associated companies, whether written, oral or in avisual or electronic form, and howsoever transmitted or made available or for anyloss howsoever arising from any use of this announcement or its contents or otherwisearising in connection therewith.

In connection with the Global Offer, J.P. MorganCazenove, as stabilising manager on behalf of the Managers, or any of its agents,may (but will be under no obligation to), to the extent permitted by applicable law,over-allot up to 10 per cent. of the number of new Ordinary Shares being placed onbehalf of the Company or effect other transactions with a view to supporting themarket price of the Ordinary Shares at a higher level than that which might otherwiseprevail in the open market. For the purposes of allowing it to cover short positionsresulting from any such transactions effected by it during the stabilisation period,J.P. Morgan Cazenove may enter into over-allotment arrangements pursuant to whichJ.P. Morgan Cazenove may purchase or procure purchasers for additional Ordinary Sharesup to a maximum of 10 per cent. of the total number of new Ordinary Shares beingplaced on behalf of the Company at the offer price. J.P. Morgan Cazenove is not requiredto enter into such transactions and such transactions may be effected on any stockmarket, over-the-counter market, stock exchange or otherwise and may be undertakenat any time during the period commencing on the date of this announcement and ending30 calendar days thereafter. However, there will be no obligation on J.P. MorganCazenove or any of its agents to effect stabilising transactions and there is noassurance that stabilising transactions will be undertaken. Such stabilising measures,if commenced, may be discontinued at any time without prior notice. In no event willmeasures be taken to stabilise the market price of the Ordinary Shares above theOffer Price. Save as required by law or regulation, neither J.P. Morgan Cazenovenor any of its agents intends to disclose the extent of any over-allotments madeand/or stabilisation transactions conducted in relation to the Global Offer.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCLIFVSRRIRLII

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