Placing and Admission to Trading on AIM and Euronext Growth
UNIPHAR PLC Placing and Admission to Trading on AIM and Euronext Growth
Uniphar plc (“Uniphar” or the “Company”), a diversified healthcare services business, headquartered in Ireland, today announces its successful flotation at a price of €1.15 per Ordinary Share (the "Placing"). Pursuant to the Placing the Company is raising gross proceeds of €150 million (assuming full exercise of the Over-allotment Option referred to below).
Application has been made for 269,197,250 Ordinary Shares to be admitted to trading on AIM, a market operated by the London Stock Exchange, and Euronext Growth, a market operated by Euronext Dublin (“Admission”). Admission is expected to become effective on 17 July 2019.
• The Placing Price has been set at €1.15 per Ordinary Share (the "Placing Price").
• 117,391,304 new Ordinary Shares are to be issued by the Company pursuant to the Placing to raise gross proceeds of €135 million (assuming no exercise of the Over-allotment Option).
• The Placing includes an Over-allotment Option of 13,043,478 Ordinary Shares granted to J&E Davy (as “Stabilisation Manager”) which, if exercised in full raises the gross proceeds to €150 million.
• Uniphar's market capitalisation on Admission will be approximately €310 million based on the Placing Price (assuming no exercise of the Over-allotment Option).
• A further 1,104,734 Sale Shares are being sold on behalf of certain existing Uniphar shareholders at the Placing Price.
• The Non-executive Directors have agreed to subscribe for 913,042 Ordinary Shares in aggregate in the Placing at the Placing Price.
• It is expected that Admission will become effective, and that dealings will commence in the Ordinary Shares on AIM and Euronext Growth, at 8.00 a.m. (Dublin time) on 17 July 2019 (Ticker: UPR and ISIN: IE00BJ5FQX74).
• J&E Davy and RBC Capital Markets are Joint Bookrunners in connection with the Placing.
• Immediately following Admission, the Company's issued share capital will be 269,197,250 Ordinary Shares. If the Over-allotment Option is exercised, up to a further 13,043,478 Ordinary Shares may be issued within a 30 day period of Admission, which, if exercised in full, would increase the Company's issued share capital to 282,240,728 Ordinary Shares in total.
• The Company intends to use the proceeds from the Placing to: pay the upfront consideration and related costs to complete the acquisition of Durbin; to execute near term bolt-on acquisition opportunities; to fund additional capital expenditure and working capital for growth of the enlarged Group; to reduce Group net leverage; and to pay fees, expenses and commissions relating to the Placing and Admission.
Commenting on today's announcement,
Maurice Pratt, Chairman of Uniphar said:
"Today marks a major milestone in the 50-year history of Uniphar and cements our transformation from a pharmaceutical wholesaler focused on the Irish market to an international healthcare services business focused on growth markets. We would like to thank our existing shareholders for their patience and support as the board and management have sought to refocus the business over the past 8 years and build our team and platform for growth. The level of interest generated from institutional investors in support of our IPO gives us great confidence as we embark on the next phase of Uniphar’s growth as a public company.”
Ger Rabbette, CEO of Uniphar said:
“On behalf of all the team at Uniphar, I look forward to welcoming our new shareholders to the business and to working with them in the coming years to continue to deliver on our growth strategy. I am delighted by the response we have received from the market to our business and the support shown for the significant opportunities that lie ahead. It is a privilege to work with great people, particularly with the strength and depth of the Uniphar team and I want to recognise the efforts of our people, all of whom have worked tirelessly to deliver our transformation and IPO. We have an ambitious strategy for expansion and growth in the coming years and we are now very well placed to progress to the next exciting development phase."
Full details of the Placing and Admission will be included in the Admission Document, which will be made available here subject to certain access restrictions, from Admission. Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Admission Document.
Director of Investor Relations and Corporate Development
+353 (0) 1 428 7777
(Joint Bookrunner, Financial Adviser, Nominated Adviser and Euronext Growth Advisor)
+353 (0) 1 679 6363
RBC Capital Markets
+44 (0) 20 7653 4000
(Public Relations Adviser to Uniphar)
+353 (0) 1 475 1444
+353 87 235 6461
The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by RBC Europe Limited (which conducts its United Kingdom investment banking activities as RBC Capital Markets) ("RBC") as a financial promotion solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended (“FSMA”).
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be published by the Company in connection with the Placing and Admission (the “Offering”). The Admission Document will be available on the Company’s website, www.uniphar.ie, subject to certain access restrictions from Admission. The distribution or publication of this announcement, any related documents, and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons who gain possession of this announcement or any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom.Neither this announcement nor any copy of it and the other documents or other information relating to the Offering may be taken or transmitted into the United States, Australia, Canada or Japan or the Republic of South Africa or to a resident, national or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement does not constitute, or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. 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 Ordinary Shares have not been and will not be registered under the applicable securities law of Australia, Canada, Japan or the Republic of South Africa. The Ordinary Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. There will be no public offering of the Ordinary Shares in any jurisdiction including the United Kingdom, Ireland, the United States, Australia, Canada, South Africa and Japan.
This announcement is being distributed only to, and is directed at (i) persons in member states of the European Economic Area (“Member States”) who are a “Professional Client” within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II"). In addition, this announcement is only directed at and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in 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 of the Order; (B) in Ireland to qualified investors who are a “Professional Client” as defined in MiFID II; and (C) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as “relevant persons”). The investment or investment activity to which this announcement relates is available only to such persons. Any person who is not a relevant person should not act on this announcement or any of its contents. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event and under no circumstances should persons of any other description act upon the contents of this announcement. This announcement is being supplied solely for information and may not be reproduced by, further distributed or published in whole or in part by, any other person.
The dates of the Offering may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company's intentions in relation to the Offering at this stage. Acquiring any of the Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. 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 Offering. The value of the Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. Past performance or information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance.
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”, “could”, or “should” or, in each case, their negative or other variations or comparable terminology, including references to assumptions, 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 reflects the Company’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 Company’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company, Davy and RBC expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company’s expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relating to the Offering, Admission and/or the Ordinary Shares cannot be relied upon as a guide to future performance.
Davy, which is regulated in Ireland by the Central Bank of Ireland, and RBC, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and the PRA, are acting exclusively for the Company in relation to the Offering and will not regard any other person as their client in relation to the Offering and will not be responsible to any person other than the Company for providing the protections afforded to their clients or for advising any other person in relation to the Offering or any transaction or arrangement referred to or information contained in this announcement.
In connection with the Offering, each of RBC and Davy, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary 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, RBC or Davy or any of their respective affiliates acting as investors for their own accounts. Neither RBC nor Davy nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, Davy, RBC nor any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or advisers or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from this announcement) or of 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. The Company, Davy and RBC and their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or any other person, accordingly disclaim all and any liability whether arising in tort contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.
In connection with the Offering, Davy (the "Stabilisation Manager"), or any of its agents or delegates, may (but will be under no obligation to), to the extent permitted by applicable law and regulation and for stabilisation purposes, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary 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 commencement of dealings of the Ordinary Shares on AIM and Euronext Growth and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents or delegates to effect stabilisation transactions and there is no assurance that stabilisation transactions will be undertaken. Such stabilisation, 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 Ordinary Shares above the Placing Price. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents or delegates intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.
In connection with the Offering, the Stabilisation Manager, may, for stabilisation purposes, over-allot Ordinary Shares to a maximum of 13,043,478 shares. For the purposes of allowing it to cover short positions resulting from any such over-allotment and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Company has granted to the Stabilisation Manager the Over-allotment Option pursuant to which the Stabilisation Manager may subscribe for or procure subscribers for additional Ordinary Shares at the Placing Price (the “Over-allotment Shares”). In no event will measures be taken to stabilise the market price of Ordinary Shares above the Placing Price.
The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilisation Manager at any time on or before the 30th calendar day after commencement of dealings of the Ordinary Shares on AIM and Euronext Growth. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be issued on the same terms and conditions as Ordinary Shares being offered pursuant to the Offering and will rank pari passu in all respects with, and form a single class with, the other Ordinary Shares (including for all dividends and other distributions declared, made or paid on the Ordinary Shares).