TIDMPNN
RNS Number : 1682Z
Pennon Group PLC
10 January 2024
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANOUNCEMENT. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
FOR IMMEDIATE RELEASE
10 January 2024
Pennon Group plc
("Pennon", the "Group" or the "Company")
Retail Offer by PrimaryBid
Pennon is pleased to announce a conditional retail offer via
PrimaryBid of new ordinary shares of 61.05 pence each in the
capital of the Company (the "Retail Offer Shares" and the "Retail
Offer").
The Retail Offer is open to new and existing investors in the
UK, including WaterShare+ customers in the UK and Company
employees. Further details of the Retail Offer, including how to
participate, can be found below.
As separately announced today, the Company is conducting a
non-pre-emptive placing of new ordinary shares of 61.05 pence each
(the "Placing Shares") in the capital of the Company to both
existing institutional shareholders and new institutional investors
(the "Placing") through an accelerated bookbuilding process (the
"Bookbuilding Process"). The price at which the Placing Shares are
to be placed (the "Offer Price") will be determined at the close of
the Bookbuilding Process. In addition to the Placing and the Retail
Offer, certain directors and executives of the Company intend to
subscribe for new ordinary shares of 61.05 pence each in the
capital of the Company (the "Subscription Shares") (the
"Subscription", together with the Placing and the Retail Offer, the
"Equity Capital Raise").
The issue price for the Retail Offer Shares, as well as the
Subscription Shares, will be equal to the Offer Price.
Reasons for the Retail Offer
As announced separately today, Pennon has acquired 100% of the
issued capital of Sumisho Osaka Gas Water UK Limited, the holding
company of Sutton and East Surrey Water plc and certain other
ancillary businesses, for GBP89 million from Sumitomo Corporation
and Osaka Gas, with a total enterprise value of GBP380 million (the
"Acquisition"). Further information can be found in the Acquisition
announcement released separately by the Company today. Pennon is
launching an Equity Capital Raise of up to GBP180 million in
aggregate in connection with the Acquisition, in order to ensure
that the pro forma leverage and capital structure for the enlarged
Group following the Acquisition remains consistent with Pennon's
well-established water business gearing range of 55-65%(1) .
Prior to launch of the Equity Capital Raise, the Company
consulted with a significant number of its shareholders to assess
their feedback as to the purpose of the Equity Capital Raise.
Feedback from this consultation was supportive and as a result the
Board has concluded that the Equity Capital Raise, including the
Retail Offer, is in the best interests of shareholders and wider
stakeholders and will promote the long-term success of the Company.
Accordingly, the Company has chosen to proceed with the Retail
Offer.
The Company values its retail investor base and is therefore
pleased to provide retail investors with the opportunity to
participate in the Retail Offer.
Details of the Retail Offer
Members of the public in the UK can access the Retail Offer
through PrimaryBid's website and on PrimaryBid's app . The
PrimaryBid app is available on the UK Apple App Store and Google
Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for Retail Offer Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
WaterShare+ customers in the UK can participate in the Equity
Capital Raise through the Retail Offer by applying through
PrimaryBid's website and on PrimaryBid's app available on the Apple
App Store and Google Play.
The Retail Offer will be open to retail investors following
publication of this announcement. The Retail Offer will close at
the same time as the Bookbuilding Process is completed. The Retail
Offer may close early if it is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company with preference to be given to the Company's existing
retail investors. The issue price for the Retail Offer Shares will
be equal to the Offer Price and there is a minimum subscription of
GBP250 per investor under the terms of the Retail Offer. The
Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the Offer without giving any
reason for such rejection.
Investors who apply for Retail Offer Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for Retail Offer Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for Retail Offer Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
It is important to note that once an application for the Retail
Offer Shares has been made and accepted via PrimaryBid, that
application is irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at the Offer Price
does not exceed EUR8 million equivalent. Accordingly, the Company
is not required to publish (and has not published) a prospectus in
connection with the Retail Offer as it falls within the exemption
set out in sections 86(1)(e) and 86(4) of FSMA. The Retail Offer is
only being made in the United Kingdom and is not being made into
any jurisdiction where it would be unlawful to do so. In
particular, the Retail Offer is being made only to persons who are,
and at the time the Retail Offer Shares are subscribed for, will be
outside the United States and subscribing for the Retail Offer
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Persons who are resident
or otherwise located in the United States will not be eligible to
register for participation in the offer through PrimaryBid or
subscribe for Retail Offer Shares.
The Retail Offer Shares, if issued, will be fully paid and free
of all liens, charges and encumbrances, and will rank pari passu in
all respects with the existing ordinary shares of the Company, the
Placing Shares and the Subscription Shares, including the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Applications will be made (i) to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares, the Retail Offer
Shares and the Subscription Shares to the premium listing segment
of the Official List; and (ii) the London Stock Exchange plc for
admission of the Placing Shares, the Retail Offer Shares and the
Subscription Shares to trading on its Main Market for listed
securities (together, "Admission").
Admission and settlement of the Retail Offer Shares are expected
to take place on or before 8.00 a.m. on 12 January 2024. The Retail
Offer is conditional, among other things, upon Admission of the
Placing Shares becoming effective and the placing agreement entered
into by the Company in connection with the Placing not being
terminated in accordance with its terms. The Retail Offer will not
be completed without the Placing also being completed.
For further information on PrimaryBid, the PrimaryBid Offer or
for a copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the Retail
Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
It should be noted that a subscription for the Retail Offer
Shares and any investment in the Company carry a number of risks.
Investors should make their own investigations into the merits of
an investment in the Company. In particular, investors should
consider the risk factors set out on www.PrimaryBid.com before
making a decision to subscribe for Retail Offer Shares. Nothing in
this announcement amounts to a recommendation to invest in the
Company or amounts to investment, taxation or legal advice.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the Company's
ordinary shares if they are in any doubt.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
The person responsible for releasing this announcement is Andrew
Garard, Group General Counsel and Company Secretary.
For further information, please contact:
Pennon Group
plc
Group Chief Financial Officer
Steve Buck Group Head of Investor +44 (0)1392 44
Jennifer Cooke Relations 3168
PrimaryBid Limited
Nick Smith enquiries@primarybid.com
James Deal
Media Enquiries
James Murgatroyd +44 (0)207 251
Harry Worthington FGS Global 3801
Notes:
(1) Gearing at the regulated water business level, defined as
net debt / RCV(2) .
(2) RCV (Regulatory Capital Value) is a measure of a company's
market value plus the value of accumulated capital investment.
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this announcement must satisfy themselves
that it is lawful to do so. This announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this announcement and the offering, placing
and/or issue of the Retail Offer Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
PrimaryBid or any of their respective affiliates, or any person
acting on any of their behalves, that would permit an offer of the
Retail Offer Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such Retail Offer Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
No offering document or prospectus will be made available in
connection with the matters contained in this announcement and no
such prospectus is required to be published in accordance with the
Prospectus Regulation (EU) 2017/1129 (as it forms part of English
law pursuant to the European Union (Withdrawal) Act 2018 (as
amended)).
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION, TRANSMISSION,
FORWARDING OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, TRANSMISSION,
FORWARDING OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the Securities Act, or under the securities laws
of any state or other jurisdiction of the United States, and may
not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred, or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
any other jurisdiction of the United States. No public offering of
the Retail Offer Shares, the Placing Shares or any other securities
is being made in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been or will be lodged with,
or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Retail
Offer Shares have not been, and nor will they be, registered under
or offered in compliance with the securities laws of any state,
province or territory of Canada, Australia, the Republic of South
Africa or Japan. Accordingly, the Retail Offer Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, the Republic of South
Africa, Japan or any other jurisdiction outside the United Kingdom
or to, or for the account or benefit of any national, resident or
citizen of Australia, the Republic of South Africa, Japan or to any
investor located or resident in Canada.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not occur.
The forward-looking statements contained in this announcement speak
only as of the date of this announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation (including the
rules of the London Stock Exchange or the Financial Conduct
Authority).
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Retail Offer. Any indication in this announcement of the price at
which ordinary shares have been bought or sold in the past cannot
be relied upon as a guide to future performance. The price of
shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company, as appropriate, for the current or future years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
The Retail Offer Shares to be issued or sold pursuant to the
Retail Offer will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
If you are in any doubt about the contents of this announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
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END
IOEQKCBPBBKBPDK
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