9th Nov 2017 07:07
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
ContourGlobal plc
Stabilisation Notice
9 November 2017
ContourGlobal plc hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.
The securities: | |
Issuer: | ContourGlobal plc (the "Company") |
Securities: | Ordinary registered shares ("ORDs") of the Issuer (ISIN: GB00BF448H58) |
Offering size: | £441,062,757.5 excluding over-allotment option |
Offer Price: | £2.50 |
Stabilisation: | |
Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052): | Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB Contact: John Bentinck; telephone: +44 (0)20 7774 3408 |
Beginning of the Stabilisation Period: | 9 November 2017 |
Stabilisation Period to end no later than: | 8 December 2017 |
Trading venue where stabilisation may be undertaken: | London Stock Exchange, BATS, Chi-X |
Over-allotment & Greenshoe Option: | |
Terms: | The over-allotment shareholder has granted Goldman Sachs International, in its capacity as Stabilisation Manager and for the account of the underwriters, a share loan for 26,463,765 Shares ("Over-allotment Option"). Any shares borrowed under the Over-allotment Option may be repurchased by the Stabilisation Manager for stabilization purposes during the Stabilisation Period in compliance with the Market Abuse Regulation and Commission Delegated Regulation (EU) 2016/1052. To the extent shares are not repurchased, the Stabilisation Manager has the option to acquire additional Shares from the over-allotment shareholder at the Offer Price ("Greenshoe Option") to enable the Stabilisation Manager to redeliver over-allotted shares under the share loan. |
Number of shares covered by Over-allotment Option: | 26,463,765 Shares |
Duration: | This option may be executed at any time during the Stabilisation Period. |
Disclaimer
In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.
This announcement is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Qualified Investors"); (B) in the United Kingdom, qualified investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) are high net worth entities falling within Article 49 of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated. If you are not a Relevant Person, you will not be eligible to participate in the offering, and you should not act upon, or rely on, this announcement.
END
Related Shares:
GLO.L