MADRID, September 14, 2017 /PRNewswire/ —
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN. THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED BY THE MARKET ABUSE REGULATION (EU) 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICES, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Neinor Holdings, S.L.U. (the “Selling Shareholder”, controlled by certain Lone Star Funds) announces that it has agreed to sell 21,331,359 Neinor Homes S.A. (“Neinor”) shares (the “Placing Shares”), representing approximately 27% of Neinor’s share capital, at a price of 18.5 euros per share (the “Placing”) raising aggregate gross proceeds of €394,630,145 euros. Considering the success of the placement process, the sale finally comprised 35% over the percentage initially foreseen to be placed.
The proceeds of the Placing are payable in cash on usual settlement terms, and completion of the Placing is expected to occur on 18 September 2017, subject to satisfaction of certain customary conditions.
Following the sale, the Selling Shareholder will retain approximately 13% of Neinor’s share capital.
Citigroup Global Markets Limited (“Citigroup”), Credit Suisse Securities (Europe) Limited (“Credit Suisse”) and J.P. Morgan Securities Plc (“J.P.Morgan”, and together with Citigroup and Credit Suisse, the “Joint Bookrunners”) acted as Joint Bookrunners in connection with the Placing. Lazard Asesores Financieros, S.A. (“Lazard”) acted as financial advisor to the Selling Shareholder in connection with the Placing.
The Selling Shareholder has undertaken that, without the prior written consent of the Joint Bookrunners, and subject to certain customary exceptions, it will not dispose of any further Neinor shares for a period of 90 days following completion of the Placing.
No communication and no information in respect of the sale by the Selling Shareholder of Neinor shares may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of the Neinor shares by the Selling Shareholder may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Selling Shareholder, its respective shareholders and its respective affiliates take no responsibility for any violation of any such restrictions by any person.
This announcement is not an advertisement or a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as implemented in each Member State of the European Economic Area (the “Prospectus Directive“).
This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.
The offer and sale of the Neinor shares by the Selling Shareholder in Spain will be carried out through a private placement to qualified investors, in accordance with [section 39 of the Royal-Decree 1310/2005, of 4 November, which partially develops Law 24/1988, of 28 July] and other applicable laws and regulations. There will be no public offering in Spain.
With respect to the Member States of the European Economic Area which have implemented the Prospectus Directive (each a “Relevant Member State“), no action has been undertaken or will be undertaken to make an offer to the public of the Neinor shares to be sold by the Selling Shareholder requiring a publication of a prospectus in any Relevant Member State. As a consequence, the Neinor shares may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive. This announcement is only addressed to, and directed at, persons in Relevant Member States who are “qualified investors” within the meaning of article 2(1)(e) of the Prospectus Directive.
In the United Kingdom, this announcement is directed only at (i) persons who are “investment professionals” falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within article 49(2)(a)-(d) (“high net worth companies, unincorporated associations etc“) of the Order (all such persons together being referred to as “Relevant Persons“). Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, Relevant Persons.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold, directly or indirectly, in the United States, absent registration, or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
Any investment decision to buy shares in Neinor must be made solely on the basis of publicly available information regarding Neinor. Such information is not the responsibility of Citigroup, Credit Suisse and J.P.Morgan, or the Selling Shareholder and has not been independently verified by Citigroup, Credit Suisse and J.P.Morgan, or the Selling Shareholder.
Lazard is acting exclusively as financial advisor to the Selling Shareholder and no one else in connection with the Placing. Lazard will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections afforded to its clients or for giving advice in relation to the Placing or any transaction or arrangement referred to herein.
Citigroup, Credit Suisse and J.P.Morgan are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
Each of Citigroup, Credit Suisse and J.P.Morgan is acting for the Selling Shareholder and no one else in connection with the placing and will not be responsible to anyone other than the Selling Shareholder for providing the protections afforded to clients of Citigroup, Credit Suisse and J.P.Morgan nor for providing advice in connection with the Placing.
Certain of the Joint Bookrunners or their affiliates are lenders under certain credit facilities and other credit arrangements to the Selling Shareholder or its affiliates.
This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.