TIDMCYBG
RNS Number : 0179O
CYBG PLC
04 February 2016
4 February 2016
To: Australian Securities Exchange
Commencement of Trading on the Australian Securities
Exchange
CYBG PLC (ASX: CYB, ARBN 609 948 281) (CYBG) is pleased to
announce that it has been admitted to the Official List of the
Australian Securities Exchange (ASX) as an ASX Foreign Exempt
Listing and that its CHESS Depositary Interests (CDIs) (each CDI
representing 1 fully paid ordinary share in CYBG) commenced trading
on a deferred settlement basis at 11.00am (AEDT) today. It is
expected that CYBG CDIs will commence trading on the ASX on a
normal settlement basis at 10.00am (AEDT) on 17 February 2016.
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."
Attached to this announcement is the Pre-Quotation
Disclosure.
Further information about the demerger of CYBG from National
Australia Bank Limited (NAB), including CYBG's application for
admission to the Official List of the ASX as an ASX Foreign Exempt
Listing, is contained in the scheme booklet lodged by NAB with the
Australian Securities and Investments Commission, and released to
ASX, on 7 December 2015.
Pre-Quotation Disclosure
The following information is required to be provided to ASX
Limited for release to the market in connection with the official
quotation and deferred settlement trading of CHESS Depositary
Interests (CDIs) (each CDI representing 1 fully paid ordinary share
in CYBG PLC (CYBG)) which will commence on 4 February 2016.
Capitalised terms which are not otherwise defined in this
document have the same meaning they have in the scheme booklet
lodged by National Australia Bank Limited (NAB) with the Australian
Securities and Investments Commission on 7 December 2015 (Scheme
Booklet).
Conditions precedent to the Scheme
All conditions precedent to the implementation of the Scheme
have been satisfied or waived, and the Scheme will proceed.
Transaction documents
The Implementation Deed dated 27 November 2015 entered into
between, among others, CYBG and NAB and the CYBG Deed Poll dated 27
November 2015 executed by CYBG in favour of each Scheme Participant
remain in full force and effect.
Distribution and dispatch dates
The date for distribution of the CDIs to Scheme Participants who
receive CDIs under the Scheme is the earlier of:
(a) as soon as reasonably practicable after the time at which UK
Admission becomes effective; and
(b) 7.00pm (AEDT) on Wednesday, 10 February 2016.
The date for dispatch of holding statements for CDIs held on the
CHESS sub-register and the issuer-sponsored CDI sub-register is
Tuesday, 16 February 2016.
Further information about the key dates of the Scheme can be
found in the Scheme Booklet.
Securityholder entitlements
The Scheme Booklet sets out the entitlements of Scheme
Participants under the Scheme.
Each Eligible AUSNZ Shareholder (other than a Selling
Shareholder) who does not make a Share Election will receive one
CDI for every four NAB Shares they hold at 7.00pm (AEDT) on Friday,
5 February 2016.
Each Eligible Overseas Shareholder (other than a Selling
Shareholder) who does not make a CDI Election will receive one CYBG
Share for every four NAB Shares they hold at 7.00pm (AEDT) on
Friday, 5 February 2016.
Each Selling Shareholder (being either an Ineligible Shareholder
or a Small Shareholder who elects to participate in the Sale
Facility) will have all of the CYBG Securities to which they would
otherwise have been entitled transferred to the Sale Agent and sold
on their behalf in accordance with the Sale Facility terms. The
Sale Facility Proceeds will be distributed to each Selling
Shareholder or, if elected by a Small Shareholder that is a Selling
Shareholder, donated to the charity ShareGift (free of any
brokerage costs or stamp duty but excluding any interest and after
deducting any withholding tax). It is expected that Sale Facility
Proceeds will be dispatched to Selling Shareholders no later than
Monday, 4 April 2016.
NAB shareholders can call the NAB Shareholder Information Line
if they have any questions in relation to their entitlements under
the Demerger and related matters. The NAB Shareholder Information
Line is open from 8.00am to 7.30pm (AEDT) Business Days on 1300 367
647 (within Australia) or +61 3 9415 4299 (outside Australia).
Bookbuild
CYBG confirms the following information in relation to the funds
raised pursuant to the Bookbuild:
Number of CYBG Securities Up to 219,828,814
to be transferred under
the Bookbuild
----------------------------------- --------------------
Price of CYBG Securities 180 pence per CYBG
to be transferred under share
the Bookbuild
----------------------------------- --------------------
Details of material number N/A
of CYBG Securities taken
up under the Bookbuild by
any person(s) who are promoters
or related parties of CYBG
----------------------------------- --------------------
Details of any concessionary N/A
fee or other arrangements
entered into in relation
to the Bookbuild which have
had the effective transfer
price paid by some allottees
differs materially from
the Bookbuild price announced
by CYBG
----------------------------------- --------------------
Details of any arrangements N/A
entered into in relation
to the Bookbuild which have
had the result that some
allottees receive a material
benefit for agreeing to
participate in the Bookbuild
at the Bookbuild price announced
by CYBG and which is not
received by other allottees
----------------------------------- --------------------
Details of any arrangements N/A
entered into in relation
to the Bookbuild with associates
of CYBG or the bookrunner
to avoid a shortfall, or
the appearance of a shortfall,
in the Bookbuild
----------------------------------- --------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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