TIDMCYBG
RNS Number : 8711N
CYBG PLC
03 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN
OR AUSTRALIA (EXCEPT AS BELOW) OR ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the UK
Prospectus Rules of the Financial Conduct Authority (the "FCA") and
not a prospectus and not an offer of securities for sale, or a
solicitation of an offer to acquire, in any jurisdiction, including
in or into the United States, Canada, Japan or Australia. Investors
should not purchase or subscribe for any shares or other securities
referred to in this announcement except on the basis of information
in the prospectus (the "Prospectus") expected to be published by
CYBG PLC later today, on 3 February 2016, in connection with the
proposed admission of its ordinary shares to the premium listing
segment of the Official List of the FCA and to trading on the main
market of the London Stock Exchange. A copy of the Prospectus will,
following publication, be available for inspection from CYBG PLC's
registered office at 20 Merrion Way, Leeds, LS2 8NZ and on CYBG
PLC's website.
For immediate release
3 February 2016
CYBG PLC ("CYBG" or the "Company")
Announcement of Offer Price
CYBG, the largest of the UK's mid-sized banks, today announces
the pricing of its initial public offering (the "IPO" or the
"Global Offer") of 219,828,814 ordinary shares (the "Shares") at
180 pence per ordinary share (the "Offer Price").
The Offer Price implies a CYBG market capitalisation of
approximately GBP1,583 million (or A$3,221 million(1) ).
David Duffy, Chief Executive Officer, commented:
"This is truly a landmark day for CYBG as we move towards
becoming an independent banking group for the first time in almost
a century and we are delighted to be listing on both the London
Stock Exchange and the Australian Securities Exchange.
"CYBG is in great shape to begin this exciting new chapter. With
the IPO process successfully behind us, all of our energy will be
dedicated to delivering industry leading service for our customers
and improved and sustainable returns for our new and future
shareholders from around the world."
Jim Pettigrew, Chairman, added:
"Today marks a very important milestone in our 177 year history
as we begin life as an independent listed company. I welcome our
new shareholders and thank them for the confidence they have shown
in our business. We embark upon this exciting new chapter for CYBG
with a strong customer focussed franchise, a large and loyal
customer base and a first class management team determined to
deliver on our strategy."
The Offer
-- The IPO comprises an offer by National Australia Bank Limited
("NAB") of 219,828,814 CYBG Shares (representing 25% of CYBG(2) ),
including 28,673,323 CYBG Shares being made available pursuant to
an over-allotment option.
-- The Global Offer is being undertaken in conjunction with a
demerger by NAB of its remaining 75% stake in CYBG through the
distribution of CYBG Shares (including in the form of CYBG CHESS
Depository Interest (CDIs) to its shareholders (the "Demerger").
The Demerger was approved by NAB shareholders in a vote on 27
January 2016 and by the Supreme Court of Victoria on 1 February
2016.
Admission and Dealings
Event Indicative date
-------------------------------------------------- -----------------
NAB shares commence trading on ASX on an ex 3 February 2016
CYBG Securities basis
-------------------------------------------------- -----------------
Latest time and date by which CDI Election 3 February 2016,
Forms, Share Election Forms and Sale Facility 5:00pm (AEDT)
Forms must be received by the NAB Share Registry
if you wish to make a Security Election or
participate in the Sale Facility
-------------------------------------------------- -----------------
Expected commencement of conditional trading 3 February 2016,
of CYBG Shares on the LSE under the ticker 8:00am (GMT)
symbol "CYBG" and ISIN number GB00BD6GN030
-------------------------------------------------- -----------------
Expected commencement of deferred settlement 4 February 2016,
trading of CYBG CDIs on ASX under the ticker 11:00am (AEDT)
symbol "CYB"
-------------------------------------------------- -----------------
Demerger implementation date 8 February 2016
-------------------------------------------------- -----------------
UK admission of CYBG Shares: CYBG Shares commence 8 February 2016,
trading on an unconditional basis 8:00am (GMT)
-------------------------------------------------- -----------------
Expected commencement of trading of CYBG CDIs 17 February 2016
on ASX on a normal settlement basis
-------------------------------------------------- -----------------
Anticipated latest date for dispatch of Sale 4 April 2016
Facility Proceeds to Selling Shareholders (or
ShareGift, if a Small Shareholder who is a
Selling Shareholder so elects)
-------------------------------------------------- -----------------
Capitalised terms used in this announcement bear the same
meaning as in the Scheme Booklet for the Demerger of CYBG from NAB
unless otherwise stated or the context otherwise requires.
Investor Relations:
John Crosse + 44 (0)7917 172535
Hany Messieh (Australia) +61 414 446 876
Media:
Barry Gardner +44 (0)800 066 5998
Jason Clarke +44 (0)7766 924 154
FTI Consulting (PR advisors)
Neil Doyle +44 (0) 777 1978 220
Paul Marriott +44 (0) 7703 330 390
Andrew Stokes (Australia) +61 (0) 416 967 038
Managers:
Joint Global Co-ordinator, Joint Bookrunner and Sponsor
Morgan Stanley +44 (0)20 7425 8000
William Chalmers
Rick Ball (Australia)
Ian Hart
Ben Grindley
Henrik Gobel
Joint Global Co-ordinators and Joint Bookrunners
BofA Merrill Lynch +44 (0)20 7628 1000
Arif Vohra
James Fleming
Richard Abel
Kevin Skelton (Australia)
Macquarie Capital +44 (0)20 3037 2000
Jonny Allison
Paul Donnelly (Australia)
Alex Reynolds
Kavita Choitram
Joint Bookrunner
J.P. Morgan Cazenove +44 (0)20 7588 2828
Piers Davison
Simon Pilkington
Charles Pretzlik
Andrew Best (Australia)
Co-Lead Managers
Keefe, Bruyette & Woods, a Stifel Company +44 (0)20 7663 5400
Charles Lucas
Erick Diaz
RBC Capital Markets +44 (0)207 653 4000
Oliver Hearsey
Krinzel Shah
DISCLAIMERS
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Morgan Stanley & Co. International plc 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.
Where the context requires, any reference to "Shares" in this
disclaimer shall be construed to include a reference to Shares
represented by CHESS Depositary Interests ("CDIs") for the purpose
of quotation on the ASX.
Neither this announcement, the publication in which it is
contained nor any copy of it may be made or transmitted into the
United States of America (including its territories or possessions,
any state of the United States of America and the District of
Columbia) (the "United States"). The securities referred to herein
have not been and will not be registered under the United States
Securities Act of 1933 and, subject to certain exceptions, may not
be offered or sold within the United States. There will be no
public offering of securities in the United States. This
announcement is not for publication or distribution, in whole or in
part, directly or indirectly, in or into Australia (other than to
persons in Australia who are both (1) persons to whom an offer of
securities may be made without a disclosure document in accordance
with Chapter 6D of the Corporations Act 2001 (Cth) (the
"Corporations Act"), and (2) "wholesale clients" within the meaning
of section 761G of the Corporations Act (such persons being
referred to as "Australian Institutional Investors")), 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. 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 or subscribe for, 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. Should any offer of securities proceed, securities may
only be available for sale to persons in Australia who are
Australian Institutional Investors.
(MORE TO FOLLOW) Dow Jones Newswires
February 03, 2016 02:00 ET (07:00 GMT)
This announcement is only addressed to and directed at persons
who: (A) if in member states of the European Economic Area, are
persons who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (which means EU Directive
2003/71/EC and any amendments thereto, including the amending
directive, Directive 2010/73/EU to the extent implemented in the
relevant member state and any relevant implementing measure in each
relevant member state) ("Qualified Investors"); and (B) if in the
United Kingdom, are investment professionals (i) having
professional experience in matters relating to investments falling
under Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); and (ii) who are
high net worth entities falling within Article 49(2)(a) to (d) of
the Order; or (C) are other persons to whom it may otherwise
lawfully be communicated (all such persons referred to in (B) and
(C) together being "Relevant Persons"). This announcement must not
be acted or relied on (i) in any member state of the European
Economic Area, other than the United Kingdom, by persons who are
not Qualified Investors and (ii) in the United Kingdom, by persons
who are not Relevant Persons. Any investment activity to which this
announcement relates is available only to Persons and may be
engaged in only with (i) in any member state of the European
Economic Area, other than the United Kingdom, Qualified Investors
and (ii) in the United Kingdom Relevant Persons. Nothing in this
announcement constitutes investment advice and any recommendations
that may be contained therein have not been based upon a
consideration of the investment objectives, financial situation or
particular needs of any specific recipient.
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.
Each of J.P. Morgan Securities plc, Macquarie Capital (Europe)
Limited, Merrill Lynch International, Morgan Stanley & Co.
International plc, Stifel Nicolaus Europe Limited (trading as
Keefe, Bruyette & Woods) and RBC Europe Limited and their
respective affiliates (together, the "Banks") 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 (including in the form of CDIs) in the
IPO should be made solely on the basis of the information contained
in the final Prospectus. 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 IPO timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
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
IPO. The value of securities can decrease as well as increase.
Potential investors should consult a professional adviser as to the
suitability of the IPO for the person concerned. Past performance
cannot be relied upon as a guide to future performance.
J.P. Morgan Securities plc, Merrill Lynch International, Morgan
Stanley & Co. International plc, Stifel Nicolaus Europe Limited
(trading as Keefe, Bruyette & Woods) and RBC Europe Limited,
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 Macquarie Capital
(Europe) Limited, which is authorised and regulated by the
Financial Conduct Authority, are acting exclusively for the
Company, CYB Investments Limited and NAB and no-one else in
connection with the IPO. They will not regard any other person as
their respective clients in relation to the IPO and will not be
responsible to anyone other than the Company, CYB Investments
Limited and NAB for providing the protections afforded to their
respective clients, nor for providing advice in relation to the
IPO, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the IPO, each of the Banks and any of their
respective affiliates, acting as investors for their own accounts,
may subscribe for or 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 IPO or otherwise.
Accordingly, references in the Prospectus, once published, to the
Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing 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 the 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, CYB Investments Limited
or NAB, or their respective 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 IPO, Morgan Stanley as stabilising
manager (the "Stabilising Manager"), or any of its respective
agents, may (but will be under no obligation to), to the extent
permitted by applicable laws and regulations, over-allot or effect
other stabilisation transactions which may have the effect of
supporting the market price of the Shares and/or the CDIs at a
higher level than that which might otherwise prevail in the open
market. The Stabilising Manager 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
of the Shares 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 stabilisation, 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
and/or CDIs above the Offer Price. Except 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 IPO.
In connection with the IPO, the Stabilising Manager may, for
stabilisation purposes, over-allot Shares up to a maximum of 15% of
the total number of Shares comprised in the IPO. For the purposes
of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotments and/or from sales of Shares
effected by it during the stabilising period, NAB will grant to it
the Over-allotment Option, pursuant to which the Stabilising
Manager may require NAB to sell additional Shares up to a maximum
of 15% of the total number of Shares comprised in the IPO (the
"Over-allotment Shares") at the Offer Price. The Over-allotment
Option will be exercisable in whole or in part, upon notice by the
Stabilising Manager, at any time on or before the 30th calendar day
after the commencement of conditional dealings of the Shares on the
London Stock Exchange. Any Over-allotment Shares made available
pursuant to the Over-allotment Option will rank pari passu in all
respects with the Shares, including for all dividends and other
distributions declared, made or paid on the Shares, will be
purchased on the same terms and conditions as the Shares being
issued or sold in the IPO and will form a single class for all
purposes with the other Shares.
(MORE TO FOLLOW) Dow Jones Newswires
February 03, 2016 02:00 ET (07:00 GMT)
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