7th Apr 2014 16:46
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
OAKTREE CAPITAL MANAGEMENT, L.P.
Proposed sale of ordinary shares in Stock Spirits Group PLC
Oaktree Capital Management, L.P. ("Oaktree") hereby announces that funds managed by Oaktree (the "Sellers") intend to sell part of their interest in Stock Spirits Group PLC (the "Company").
The sale will be conducted by means of an accelerated bookbuilt secondary placing to institutional investors (the "Placing"). The books for the Placing will open with immediate effect. The timing of closing of the books will be at the absolute discretion of the Managers. The sale is subject to demand, price and market conditions.
The offering will comprise approximately 50 million ordinary shares in the Company (the "Placing Shares"), equivalent to approximately 25% of the Company's ordinary share capital and approximately 68% of the Sellers' total shareholding in the Company. A further announcement will be made following completion of the bookbuild and pricing of the Placing.
The Sellers have entered into a placing agreement with J.P. Morgan Cazenove and Nomura to act as bookrunners and placing agents in relation to the Placing. JOH. Berenberg, Gossler & Co KG has also been appointed to act as selling agent.
J.P. Morgan Cazenove and Nomura have agreed to waive the lock-up given by the Sellers at the time of the initial public offering of ordinary shares in Stock Spirits Group PLC, which was due to expire on 22 April 2014. The Sellers have agreed to lock-up those shares not sold in the Placing for 90 days following completion of the Placing, subject to certain limited conditions.
Dated: 7 April 2014
Enquiries:
J.P. MORGAN CAZENOVE +44 (0)20 7742 4000
Nicholas Hall
NOMURA
Ken Brown +44 (0) 20 7103 1407Andrew Forrester +44 (0) 20 7102 0497Simon Aird +44 (0) 20 710 32793
BERENBERG +44 (0)20 3207 7849
Chris Snoxall
Important Notice:
This Announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
In particular, this Announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. In particular, the securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Any offering to be made in the United States will only be made to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") pursuant to an exemption from the registration requirements under the Securities Act in a transaction not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares 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, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) 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") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC"), Nomura International plc ("Nomura") and JOH. Berenberg Gossler & Co KG "Berenberg"), each of which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting for the Sellers in connection with the Placing and no-one else and they will not be responsible to anyone other than the Sellers for providing for providing advice in relation to the Placing or any other matter referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Sellers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by JPMC, Nomura or Berenberg or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.
Related Shares:
STCK.L