AMC - AMC Entertainment Holdings, Inc.
FCA Approves Registration Document
· RNS
Summary
The FCA has approved and Airtel Mobile Commerce N.V.’s Registration Document (published at ipo.airtelmoney.com); this announcement is an advertisement not a prospectus, no shares have been offered, any IPO/Admission to the LSE main market is conditional on a prospectus, may not proceed, and the Shares will not be registered or offered in the US and are restricted in Canada, Australia, New Zealand, South Africa and Japan (limited exemptions only). The Offer, if made, will be available only to Qualified Investors/Relevant Persons and is being led by Citi (sole sponsor and lead left global coordinator) with Barclays, BofA, Goldman Sachs, J.P. Morgan and other banks as coordinators/bookrunners; forward‑looking statements are subject to material uncertainty and investment may result in partial or total loss of capital.
Announcement
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of PRM 12 "Advertisements and other disclosure of information" under the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ("PRM") of the Financial Conduct Authority (“FCA”) and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, South Africa or Japan.
Neither this announcement, nor anything contained herein, nor anything contained in the registration document published by Airtel Mobile Commerce N.V. (the "Company" and, together with its subsidiaries, the "Group" or "Airtel Money") today (the "Registration Document") shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any securities referred to in this announcement or the Registration Document except solely on the basis of the information contained in a prospectus in its final form, including the risk factors set out therein, that may be published by the Company in due course (together with any supplementary prospectus, if any, the "Prospectus") in connection with a possible offer (the “Offer”) of shares in the Company (the “Shares”) and the possible admission of such shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (together, “Admission”). Any such Prospectus, if published, will be available for inspection on the Company's website at ipo.airtelmoney.com, subject to certain access restrictions.
AIRTEL MOBILE COMMERCE N.V.
Financial Conduct Authority Approves Registration Document
Airtel Mobile Commerce N.V. confirms that further to the publication this morning of its Intention to Float Announcement, the Registration Document has received approval from the FCA and has been published on the Company's website at ipo.airtelmoney.com.
A copy of the Registration Document has been submitted to the National Storage Mechanism and will be available shortly for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Media Contacts
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Airtel Money Andreas Goldau |
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Teneo (UK enquiries) James Macey White Ed Cropley Laura Marshall
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+44 7769 155178 +44 7492 949346 |
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Teneo (UAE enquiries) Andy Parnis Gustavo Silva Annushka Shivnani
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Hudson Sandler (Africa enquiries) Daniel de Belder Maria Shiryaevskaya Mukami Njue |
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IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into or from the United States (including its territories or possessions or any State of the United States and the District of Columbia, together, the "United States"), Canada, Australia, New Zealand, South Africa, Japan or any other jurisdiction where such distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction, including to any person in any jurisdiction, to whom or in which such offer or solicitation is unlawful, including the United States, Canada, Australia, New Zealand, South Africa or Japan. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the Securities Act ("Rule 144A") or 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 other jurisdiction in the United States. The Company has not registered and does not intend to register any part of the offering in the United States. There will be no public offering of securities by the Company, in connection with the Offer, in the United States, Canada, Australia, New Zealand, South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Canada, Australia, New Zealand, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia, New Zealand, South Africa or Japan.
This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the "Prospectus Regulation", respectively); (B) if in the United Kingdom, are "qualified investors" within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also (i) persons having professional experience in matters relating to investments 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) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company may otherwise lawfully be communicated or caused to be communicated; or (iv) members of Retail Book Limited's ("RetailBook") partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the Offer, for onward distribution to retail investors resident and physically present in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This announcement must not be acted on or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom, is available only to, and may be engaged in only with, Relevant Persons; and (ii) in the EEA, is available only to, and may be engaged in only with, Qualified Investors. No prospectus has been or will be approved in any member state of the EEA in respect of the Shares.
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", "targets", "proposes", "aims", "envisages", "anticipates", "expects", "intends", "may", "might", "will", "forecast", "continues", "would", "could", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the directors of the Company (the "Directors") as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements reflect the Group's current view with respect to future events and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial position, results of operations, cash flows, liquidity, prospects, growth, strategies or other outcomes to be materially different from those expressed or implied by such statements.
The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, the Banks (as defined below) nor any member of the Group, nor any of such persons' respective affiliates or their respective directors, officers, employees, agents and/or advisers, nor any other person, accepts any responsibility for the accuracy of such forward-looking statements nor the assumptions underlying any of them nor the fairness of the opinions expressed in this announcement. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements may and often do differ materially from actual results. No representation or warranty is made that the outcomes expressed or implied by any forward-looking statement will come to pass or that any forecast results will be achieved. In addition, even if the outcomes expressed or implied in any forward-looking statement do come to pass, such outcomes may not be indicative of outcomes in subsequent periods. None of the Company, the Banks or any other person undertakes any obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, for any reason except to the extent required by law. You are therefore cautioned not to place undue reliance on forward-looking statements.
The Registration Document may be combined with a securities note and a summary to form a prospectus in accordance with the PRM. A prospectus approved by the FCA is required before an issuer can request the admission of transferable securities to trading on a regulated market. However, the Registration Document does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall the Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus which may be published by the Company in connection with the Offer. However, potential investors should note that the approval by the FCA of any Prospectus which may be published by the Company should not be understood as an endorsement by the FCA of any securities offered or admitted to trading on a regulated market.
The information in this announcement and the Registration Document is subject to change. Before making any investment decision, potential investors should read the Prospectus, if published, in order to understand the potential risks and rewards associated with a decision to invest in the Shares, and should ensure that they fully understand and accept such risks. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall this announcement or the Registration Document (or any part of them), or the fact of their distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
The Company may decide not to proceed with the Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will proceed or that Admission will occur. Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Investment in the offered securities may involve a risk of loss of capital. Following Admission, the value of the Shares could decrease as well as increase. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning the Offer or with respect to any investment in Shares. Before deciding to invest in Shares, potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Shares for the person concerned. Investors are advised to consult with their legal, financial and tax advisers prior to making any investment decision.
Nothing contained in this announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this announcement is intended to be, nor shall any such statement be construed as, a profit forecast.
Certain data in this announcement, including financial, statistical, and operating information, has been rounded. As a result of rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.
For the avoidance of doubt, the contents of the Company's website, or any website directly or indirectly linked to the Company's website, including the websites of the Group's business units, are not incorporated into, and do not form part of, this announcement.
Citi has been appointed as sole sponsor (the “Sole Sponsor”), lead left global coordinator (“Lead Left Global Coordinator”) and a joint bookrunner. Barclays Bank PLC (“Barclays”), Merrill Lynch International (“BofA Securities”), Goldman Sachs Bank Europe SE (“Goldman Sachs”) and J.P. Morgan Securities plc (“J.P. Morgan”) (together with the Lead Left Global Coordinator, the “Joint Global Coordinators”) have been appointed as joint global coordinators and joint bookrunners. Absa Bank Limited (“Absa”), BNP PARIBAS, Emirates NBD Capital Limited (“Emirates NBD Capital”), First Abu Dhabi Bank PJSC (“First Abu Dhabi Bank”), Jefferies International Limited (“Jefferies”) and The Standard Bank of South Africa Limited (“Standard Bank”) have been appointed as joint bookrunners (together with the Joint Global Coordinators, the “Joint Bookrunners”). BTIG LLC (“BTIG”) has been appointed as co-bookrunner (the “Co-Bookrunner”). RetailBook has been appointed as the Retail Offer Coordinator. Each of Citi, Barclays, BofA Securities and J.P. Morgan is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Goldman Sachs is authorised and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) in Germany. BNP PARIBAS is authorised and regulated by the European Central Bank and the French Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is authorised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Jefferies is authorised and regulated by the Financial Conduct Authority in the UK. Absa is regulated by the South African Reserve Bank and the Financial Sector Conduct Authority in South Africa. Emirates NBD Capital is regulated by the Dubai Financial Services Authority. First Abu Dhabi Bank is authorised and regulated by the Central Bank of the United Arab Emirates and regulated by the Capital Market Authority of the United Arab Emirates. BTIG is a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The involvement by each of First Abu Dhabi Bank and Emirates NBD Capital in the Offer is exclusively from outside the United Kingdom and not through their respective London branches, and neither First Abu Dhabi Bank nor Emirates NBD Capital will carry on any regulated activities (within the meaning of section 22 of FSMA) in the United Kingdom in connection with the Offer. Accordingly, the protections afforded by the UK regulatory system will not apply in respect of First Abu Dhabi Bank’s or Emirates NBD Capital’s involvement in the Offer. Standard Bank is regulated by the South African Reserve Bank (through the Prudential Authority) and the Financial Sector Conduct Authority in South Africa. Citi, Barclays, BofA Securities, Goldman Sachs, J.P. Morgan, Absa, BNP PARIBAS, Emirates NBD Capital, Jefferies, First Abu Dhabi Bank, Standard Bank and BTIG (together, the “Banks”) are acting exclusively for the Company and no one else in connection with the Offer. None of the Banks will regard any other person as a client in relation to the Offer or any other matters referred to in this announcement, and none of the Banks will be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the Offer or any matter referred to in this announcement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification.
None of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, the Group or its 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.
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