LONDON, UK: Following the announcement by Petershill Partners on 6 September 2021 of its expected intention to float, the Company today confirms its intention to undertake an initial public offering (the “IPO” or the “Offer”) and certain details of the Offer.
The Company intends to apply for admission of the Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities. The final offer price in respect of the Offer (the “Offer Price”) will be determined following a book-building process.
Confirmation of Offer Details
· A premium listing on the Official List of the FCA and admission to trading on the main market for listed securities of the London Stock Exchange
· The Offer will comprise (i) the issue of new Ordinary Shares, raising Gross Primary Offer Proceeds of approximately US$750 million to fund ongoing expenses and acquire further Alternative Asset Manager Stakes and (ii) the sale of existing Ordinary Shares in order to achieve a free float of 25%
· The Offer will be a targeted offering to certain institutional investors (i) outside the United States to persons who are not “U.S. persons” as defined in Regulation S under the US Securities Act (“US persons”) in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S, and (ii) to persons that are both “qualified institutional buyers” (“QIBs”) as defined in Rule 144A of the US Securities Act (“Rule 144A”) and qualified purchasers (“QPs”) as defined in section 2(a)(51) of the US Investment Company Act of 1940, as amended (the “US Investment Company Act”), in reliance on an exemption from, or transaction not subject to, the registration requirements of the US Securities Act. Other than QIBs who are also QPs, persons that are located in the United States or who are US persons outside the United States would not be permitted to purchase and receive Ordinary Shares in connection with the Offer.
· The Company will target a free float of at least 25% of issued share capital immediately following Admission and should be eligible for inclusion in the FTSE UK indices. It is expected that Ordinary Shares representing up to a further 15% of the Offer will be made available pursuant to an over-allotment option
· Petershill Partners is expected to be fully compliant with, and report against, the AIC Code of Corporate Governance
· In connection with the Offer, each of the Company, its directors and the selling shareholders are expected to agree to lock-up arrangements (subject to exceptions and waiver by the Joint Global Coordinators) restricting the disposal of Ordinary Shares for a period of time following Admission
· Any additional details in relation to the Offer will be disclosed in the Prospectus
· The Company has engaged Merrill Lynch International (“BofA Securities”), Goldman Sachs International and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) as Joint Global Co-ordinators, and BNP PARIBAS and UBS AG London Branch (“UBS Investment Bank”) as Joint Bookrunners for the Offer