IWG International Workplace : PROPOSED PLACING IN IWG PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.
PROPOSED PLACING OF APPROXIMATELY 27.3M ORDINARY SHARES IN IWG PLC ('IWG' OR THE 'COMPANY') BY ESTORN LIMITED
19 June 2017
Estorn Limited ('Estorn'), the holding company for Mark Dixon's shareholding in IWG, announces its intention to sell approximately 27.3 million existing ordinary shares of 1 pence each in the Company (the 'Placing Shares'). The Placing Shares are held indirectly by Mark Dixon and represent approximately 3.0% of the Company's total issued ordinary share capital. Following completion of the Placing, Mark Dixon will continue to be a significant holder in the Company and will indirectly hold approximately 230.9 million ordinary shares in the Company, representing approximately 25.2% of the Company's ordinary shares.
The Placing Shares are being offered by way of an accelerated bookbuild (the 'Placing'), which will be launched immediately following this announcement. Following completion of the Placing, Estorn has agreed, subject to customary exceptions, to no further sales of its remaining shareholding in the Company for 90 days without the consent of UBS Limited ('UBS').
UBS is acting as Sole Bookrunner in connection with the Placing. The Placing Shares will rank pari passuwith the Company's ordinary shares.
The final price of the Placing Shares and the number of Placing Shares to be sold will be agreed by Estorn and UBS at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of UBS and Estorn.
UBS Limited +44 20 7567 8000
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS DIRECTIVE'); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) 'INVESTMENT PROFESSIONALS' FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER'); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION PURSUANT TO THE EU MARKET ABUSE REGULATION
This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia, Japan, South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful or would require the preparation of any prospectus or other offer documentation.
This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States (which shall include its territories and possessions, any state of the United States and the District of Columbia). The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the 'US Securities Act'), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Estorn Limited, Mark Dixon, UBS or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia, Japan or South Africa. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese or South African securities laws.
The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Estorn Limited, Mark Dixon or UBS , or any of their respective affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Estorn Limited, Mark Dixon and UBS to inform themselves about and to observe any such restrictions.
UBS is acting for Estorn Limited only in connection with the Placing, and no one else, and will not be responsible to anyone other than to Estorn Limited for providing the protections offered to clients of UBS nor for providing advice in relation to the Placing. UBS is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.