18th Jul 2014 07:00
Not for distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, or any jurisdiction in which such distribution would be unlawful.
Spire Healthcare Group plc (the "Company")
Stabilisation Notice
18 July 2014
Morgan Stanley Securities Limited (contact: Martin Thorneycroft: telephone: +44 (0) 20 7425 8000) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).
The securities: | |
Issuer: | Spire Healthcare Group plc |
Securities: | Ordinary shares ("Shares") of the Issuer (ISIN: GB00BNLPYF73) |
Offer size: | 150,100,341 Shares ("Offer Shares") (excluding the over-allotment option) |
Offer price: | 210 pence per Share |
Stabilisation: | |
Stabilising Manager: | Morgan Stanley Securities Limited, 25 Cabot Square, Canary Wharf, London E14 4QA |
Stabilisation period expected to start on: | 18 July 2014 at 8:00 a.m. |
Stabilisation period expected to end no later than: | 17 August 2014 |
Maximum size of over-allotment facility: | Up to 22,515,051 Shares |
Over-allotment Option: | |
Terms: | The Option Shareholders have granted Morgan Stanley Securities Limited, in its capacity as stabilisation manager, and for the account of the underwriters, the option to acquire up to an additional 22,515,051 Shares at the Offer Price (representing up to 15 per cent of the Offer size). |
Duration: | This option may be executed at any time during the stabilisation period. |
In connection with the offer of the above securities, the Stabilising Manager may (but will be under no obligation to), to the extent permitted by applicable law, over-allot the securities or effect other transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail in the open market. The Stabilising Manager 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 securities on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager 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 securities above the offer price. Save as required by law or regulation, neither the Stabilising Manager 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.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.
This announcement is not an offer of securities for sale into the United States. The securities to which this announcement relates have not been, and will not be, registered under the United States 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 or sold in the United States unless registered under the Securities Act or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of securities in the United States.
END
Related Shares:
Spire Healthcare