TIDMRMG
RNS Number : 8205P
Dept for Business Innovation&Skills
10 June 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT
10 June 2015
Secretary of State for the Department for Business, Innovation
& Skills ("BIS")
Intention to dispose of approximately 15% of Royal Mail plc
BIS announces its intention to sell part of its shareholding,
held by Postal Services Holding Company Limited ("PSHC"), in Royal
Mail plc (the "Company" or "Royal Mail") on behalf of Her Majesty's
Government ("Government"). The disposal of these shares (the
"Placing Shares") will be by way of a placing to institutional
investors (the "Placing").
The price at which the Placing Shares are sold (the "Placing
Price") will be determined by way of an accelerated bookbuilding
process. The book will open with immediate effect following this
announcement.
The Placing is expected to comprise approximately 150m of the
Company's ordinary shares, representing approximately 15% of the
issued ordinary capital of the Company. As a result of the Placing,
the overall size of BIS' shareholding in the Company is expected to
be reduced from approximately 30% to approximately 15%.
PSHC has undertaken to the Joint Bookrunners, subject to certain
customary exemptions, not to sell further shares in the Company for
a period of 90 calendar days following the completion of the
Placing without the prior written consent of a majority (by
participation) of the Joint Bookrunners.
BofA Merrill Lynch, Goldman Sachs International and J.P. Morgan
Securities plc have been appointed to act as Joint Bookrunners in
connection with the Placing.
Rothschild is acting as capital markets adviser. Freshfields
Bruckhaus Deringer LLP is acting as legal counsel to BIS and PSHC
in respect of English and United States law.
Details of the Placing Price and the number of Placing Shares
will be announced in due course.
A Department for Business spokesperson said:
"The Business Secretary has today authorised a sale process to
begin. Current market conditions represent a good opportunity to
achieve value for the taxpayer.
"The universal service is strongly protected by law and Ofcom
has a duty to ensure its provision. Therefore the Government sees
no policy reason to retain a stake in Royal Mail."
The Government currently holds just under a 30% stake in the
Company, with the remaining shares held by a combination of
employees and private investors.
The Post Office, which operates the network of branches
throughout the UK, remains wholly-owned by Government and was
separated from Royal Mail in April 2012. The relationship between
the Post Office and Royal Mail is a commercial one and a 10 year
contract for the delivery of Royal Mail services through post
offices was put in place in 2012.
Contact:
BIS communications: Joe Upton, BIS Press Office, tel : 020 7215
5969
***
The distribution of this announcement and the offer and sale of
the Placing Shares in certain jurisdictions may be restricted by
law. The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the seller or any of the Joint Bookrunners or any of their
respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
This press release is for information purposes only and does not
constitute or form a part of an offer to sell or a solicitation of
an offer to purchase any security of the Company in the United
States or in any other jurisdiction where such offer or
solicitation is unlawful. The securities of the Company described
in this press release have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state or foreign securities laws and may
not be offered or sold in the United States absent registration or
an exemption from the registration requirements of the Securities
Act. There shall be no public offering of securities in the United
States.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly in or into the
United States, Canada, Australia, Japan or any other state or
jurisdiction in which such action would be unlawful. Any failure to
comply with this restriction may constitute a violation of United
States, Canadian, Australian, Japanese or other applicable
securities laws.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU. In the United
Kingdom this announcement is directed exclusively at Qualified
Investors (i) 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, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, and (iii) to whom it may otherwise lawfully be
communicated.
In connection with any offering of the Placing Shares, the Joint
Bookrunners and any of their respective affiliates acting as an
investor for their own account may take up as a proprietary
position any Placing Shares and in that capacity may retain,
purchase or sell for their own account such Placing Shares. In
addition they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time
acquire, hold or dispose of Placing Shares. They do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
Goldman Sachs International, J.P. Morgan Securities plc and
Merrill Lynch International (the "Joint Bookrunners") and N M
Rothschild & Sons Limited ("Rothschild" or the "Adviser"),
which are authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, are acting on behalf of
PSHC and BIS (in the case of the Joint Bookrunners) and BIS (in the
case of the Adviser) and no one else in connection with any
offering of the Placing Shares and will not be responsible to any
other person for providing the protections afforded to any of their
respective clients or for providing advice to any other person in
relation to any offering of the Placing Shares. None of the Joint
Bookrunners nor the Adviser will regard any other person as its
client in relation to the offering of the Placing Shares. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by any of the Joint Bookrunners, the Adviser or by
any of their respective affiliates or agents as to or in relation
to, the accuracy, completeness or sufficiency of this announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers in
connection with BIS, PSHC, the Company, the Placing Shares, the
Placing or any of arrangements described herein, and any liability
therefor is expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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