TIDMEXO
RNS Number : 6210E
Exova Group PLC
11 April 2014
Announcement of Offer Price and Appointment of New Member of the
Board of Directors
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
This announcement is an advertisement for the purposes of the UK
Prospectus Rules of the Financial Conduct Authority (the "FCA") and
not a prospectus. Investors should not purchase or subscribe for
any shares referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") expected to be
published by Exova Group plc ("Exova" or the "Company") in due
course in connection with the proposed admission of its ordinary
shares ("Shares") to the premium listing segment of the Official
List of the FCA and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock
Exchange"). A copy of the Prospectus will, following publication,
be available on the Company's website at www.exova.com/ipo.
This announcement is not an offer to sell, or a solicitation of
an offer to acquire, securities in the United States or in any
other jurisdiction, including in or into Australia, Canada, Japan
or the United States. References in this announcement to "Exova" or
the "Group" mean the Company, together with its consolidated
subsidiaries and subsidiary undertakings following a pre-IPO
reorganisation.
FOR IMMEDIATE RELEASE
11 April 2014
Exova Group plc
Announcement of Offer Price and Appointment of New Member of the
Board of Directors
Exova, a leading provider of laboratory-based testing and
related advisory services, today announces the successful pricing
of its initial public offering (the "Offer") of 100,000,000 Shares
at 220 pence per share (the "Offer Price").
-- Based on the Offer Price, the market capitalisation of the
Company at the commencement of conditional dealings will be GBP550
million
-- The Offer is expected to raise total gross proceeds of approximately GBP220 million
-- The Company will receive approximately GBP110 million of gross proceeds from the Offer
-- The selling shareholders will receive approximately GBP110
million of gross proceeds from the Offer and comprise CD&R Fund
VII, a fund managed by Clayton, Dubilier & Rice LLC, and
certain of the Company's senior management, employees and
ex-employees
-- The Offer represents approximately 40% of the Shares of the Company
-- At Admission the Company will have approximately 250,000,000 Shares in issue
-- Conditional dealings will commence on the London Stock
Exchange at 8.00 a.m. today under the ticker "EXO" (ISIN:
GB00BKY7HG11)
-- Admission to the London Stock Exchange and the commencement
of unconditional dealings in the Ordinary Shares are expected to
take place at 8.00 a.m. on 16 April 2014
-- Credit Suisse Securities (Europe) Limited ("Credit Suisse")
as stabilisation manager on behalf of the syndicate (the
"Stabilisation Manager") has been granted an over-allotment option
by Exova Group B.V.
Exova also announces today the appointment of Vanda Murray as an
experienced Independent Non-Executive Director to complement the
existing Board of the Company under the continued chairmanship of
Fred Kindle. Vanda's appointment will take effect immediately
following and is conditional upon admission.
Vanda has over 20 years of senior management experience across a
range of industrial, manufacturing and support services sectors in
the UK, Europe, USA and Asia. She was the Chief Executive Officer
of Blick plc from 2001 to 2004 before becoming President of Europe
for Stanley Security Solutions. Vanda was the UK Managing Director
and Group Marketing Director at Ultraframe plc from 2004 to 2006.
Vanda is currently a non-executive director of Manchester Airports
Holdings Limited, Microgen plc, Chemring Group PLC, Carillion plc
(where she is also the chair of the remuneration committee and is
expected to step down through normal rotation on 7 May 2014) and is
the senior independent director of Fenner PLC and the Deputy Chair
of Governors of Manchester Metropolitan University. She is a Fellow
of the Chartered Institute of Marketing and graduated from the
Reims Management School in France.
Commenting on today's announcement, Ian El-Mokadem, Chief
Executive Officer of Exova, said:
"I am delighted to welcome our new shareholders to Exova. We are
immensely proud to be recognised today as a leader in our chosen
testing markets, providing technically demanding, mission critical
services to our global customer base. As we join the LSE, we very
much look forward to life as a public company and to continuing to
develop our global footprint and reputation for excellence over the
coming years and delivering excellent service to our customers.
"We are also delighted to welcome Vanda Murray to the Board of
Exova. Vanda brings with her over 20 years of international senior
management experience, in both executive and non-executive
capacities, across a range of industrial, manufacturing and support
services sectors. We believe that she will be a valuable addition
to the Board of Exova as we begin life as a public company."
Further Information
-- The Company (180 days), CD&R Fund VII, acting through its
holding company Exova Group BV (180 days), the Company's directors
and certain of senior management and employees (365 days) have
committed to lock-up arrangements following Admission
-- Exova Group BV, in its capacity as the Over-allotment
Shareholder, has granted Credit Suisse, in its capacity as the
Stabilisation Manager and for the account of the underwriters, the
option to acquire, or procure acquirers for, up to an additional
15,000,000 Over-allotment Shares, representing up to 15% of maximum
of the total number of Shares comprised in the Offer
-- In relation to the Offer, Credit Suisse and Goldman Sachs
International are acting as Joint Global Co-ordinators, Joint
Sponsors and Joint Bookrunners. Barclays Bank PLC ("Barclays") is
acting as Joint Bookrunner and N M Rothschild & Sons Limited
("Rothschild") is acting as Financial Adviser to Exova
-- Full details of the Offer will be included in the Prospectus,
expected to be published and available on the Company's website
later today (www.exova.com/ipo)
Enquiries
Exova Group plc +44 (0) 207 240 2486
Ian El-Mokadem, Chief Executive Officer
Anne Thorburn, Chief Financial Officer
Joint Global Co-ordinators, Joint Sponsors and Joint
Bookrunners
Credit Suisse +44 (0) 207 888 8888
Jon Grussing
Jens Haas
Nick Koemtzopoulos
Michael Taylor
Goldman Sachs International +44 (0) 207 774 1000
Richard Cormack
Anthony Gutman
Alex Garner
Duncan Stewart
Joint Bookrunner
Barclays +44 (0) 207 623 2323
Richard Probert
Mark Astaire
Alex de Souza
Ben West
Financial Adviser to Exova
Rothschild +44 (0) 207 280 5000
Adam Young
Alistair Allen
Public Relations
StockWell Communications +44 (0) 207 240 2486
Anthony Silverman
Zoë Watt
Disclaimer
The contents of this announcement, which has been prepared by
and is the sole responsibility of Exova, have been approved by
Credit Suisse and Goldman Sachs International 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.
This announcement is an advertisement for the purposes of the UK
Prospectus Rules of the FCA and not a prospectus and investors
should not purchase or subscribe for any securities referred to in
this announcement except on the basis of information in the
Prospectus to be published by the Company in due course in
connection with the proposed admission of the Shares to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities.
Neither this announcement nor the information contained herein
is for publication or distribution, in whole or in part, directly
or indirectly, in or into Australia, Canada, Japan, the United
States (including its territories and possessions, any State of the
United States and the District of Columbia) or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The Offer or distribution of
this announcement and other information in connection with
Admission and the Offer may be restricted by law in certain
jurisdictions and persons into whose possession any document or
other information referred to herein comes should inform themselves
about and observe any such restriction. 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 Australia, Canada, Japan, the United States or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful.
The securities referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or offered in a transaction exempt from, or not
subject to, the registration requirements of the U.S. Securities
Act. The offer and sale of securities referred to herein has not
been and will not be registered under the U.S. Securities Act or
under the applicable securities laws of Australia, Canada or Japan.
There will be no public offer of the Shares in Australia, Canada,
Japan or the United States. Subject to certain exceptions, the
Shares referred to herein may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is addressed and directed only at Qualified Investors who (i) are
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, and (iii) to persons
to whom it may otherwise be lawful to communicate it to (all such
persons being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates is available
only to relevant persons in the United Kingdom and Qualified
Investors in any member state of the EEA other than the United
Kingdom, and will be engaged in only with such persons. Other
persons should not rely or act upon this announcement or any of its
contents.
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. Save as
required by law or regulation, Exova does not undertake to release
publicly the results of any revisions to any forward-looking
statements in this announcement that may occur due to any change in
its expectations or to reflect events or circumstances after the
date of this announcement.
Each of Credit Suisse, Goldman Sachs International, Barclays and
Rothschild (together, the "Banks") and Exova and their respective
affiliates 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 in the proposed Offer should be made
solely on the basis of the information contained in the final
Prospectus issued in connection with the Offer and Admission. 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 Offer timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
There is no guarantee that the Offer and Admission will occur and
you should not base your financial decisions on Exova's intentions
in relation to the Offer and 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. Before purchasing any Shares, persons viewing this
announcement or any of the documents relating to the Offer should
ensure that they fully understand and accept the risks that are set
out in the Prospectus. 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 Offer. The value of Shares can
decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of the Offer for the
person concerned. Past performance cannot be relied upon as a guide
to future performance.
The Banks, each of which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom, are acting exclusively
for Exova and no-one else in connection with the Offer. They will
not regard any other person as their respective clients in relation
to the Offer and will not be responsible to anyone other than Exova
for providing the protections afforded to their respective clients,
nor for providing advice in relation to the Offer, the contents of
this announcement or any transaction, arrangement or other matter
referred to herein.
In connection with the Offer, 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 Offer 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, its 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 Offer, Credit Suisse, in its capacity as
the Stabilisation Manager, or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law,
over-allot Shares or effect other transactions with a view to
supporting the market price of the Shares at a higher level than
that which might otherwise prevail in the open market. The
Stabilisation 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 Stabilisation 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 Shares above the offer price. Save as required by law or
regulation, neither the Stabilisation 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.
In connection with the Offer, the Stabilisation Manager may, for
stabilisation purposes, over-allot Shares up to a maximum of 20 per
cent. of the total number of Shares comprised in the Offer. For the
purposes of allowing it to cover short positions resulting from any
such over-allotments and/or from sales of Shares effected by it
during the stabilisation period, Exova B.V. (the "Over-allotment
Shareholder") will grant to the Stabilisation Manager an option
(the "Over-allotment Option") pursuant to which the Stabilisation
Manager may require the Over-allotment Shareholder to sell
additional Shares (the "Over-allotment Shares") at the offer price,
pursuant to which the Stabilising Manager may purchase or procure
purchasers for additional Shares up to a maximum of 15 per cent. of
the Over-allotment Shares at the Offer Price. The Over-allotment
Option will be exercisable in whole or in part, upon notice by the
Stabilisation 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 Offer and will form a single class for all
purposes with the other Shares. Save as required by law or
regulation, neither the Stabilisation 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 information is provided by RNS
The company news service from the London Stock Exchange
END
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