NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR
IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA 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 FOR SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
PLEASE
SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
10th September 2024
AI
Prime & Cy S.C.A. announces the launch of an accelerated
placement of the existing share capital of InPost
S.A.
AI Prime & Cy S.C.A. ("AI
Prime"), an Advent International company, has launched an
accelerated placement (the "Placement") of c. 20 million ordinary
shares of InPost S.A. (the "Company") representing c. 4% of the
Company's existing share capital.
The Placement is addressed to
certain eligible institutional investors only, with final terms to
be determined through an accelerated bookbuilding
process.
The books for the Placement will
open with immediate effect. Pricing and allocations are expected to
be announced as soon as practicable following the closing of the
books.
As part of the transaction,
remaining shares held by AI Prime will be subject to a 60 day lock
up period, subject to customary exemptions.
Barclays Bank PLC, Goldman Sachs
International and Jefferies GmbH
are acting as Joint Global Co-Ordinators and Joint
Bookrunners for the Placement. BNP Paribas is acting as Joint
Bookrunner for the Placement. STJ Advisors are acting as advisors
to AI Prime on the Placement.
The Company will not receive any
proceeds from the Placement.
IMPORTANT NOTICE
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM
UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF
SECURITIES IS TO BE MADE IN THE UNITED STATES AND 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, SOUTH AFRICA
OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, SOUTH AFRICAN OR
JAPANESE SECURITIES LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF
PLACING SHARES IF MADE SUBSEQUENTLY ARE ONLY ADDRESSED TO AND
DIRECTED AT PERSONS (1) IN THE EEA WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND (2) IN THE
UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "ORDER") OR ARE HIGH NET WORTH ENTITIES
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR ARE PERSONS
TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). PERSONS WHO ARE NOT
RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS
ANNOUNCEMENT AND SHOULD NOT ACT OR RELY ON IT.
THE SECURITIES REFERRED TO HEREIN
WILL BE OFFERED (I) WITHIN THE UNITED STATES ONLY TO A LIMITED
NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") PURSUANT
TO AN EXEMPTION FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (II) OUTSIDE
THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT, IN EACH CASE SUBJECT TO PREVAILING MARKET AND OTHER
CONDITIONS. THERE IS NO ASSURANCE THAT THE PLACING WILL BE
COMPLETED, OR IF COMPLETED, AS TO THE TERMS ON WHICH IT IS
COMPLETED. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR
UNLESS PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS
DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS
PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
ANY SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.
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
DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE
SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO
ACTION HAS BEEN TAKEN BY AI PRIME, THE JOINT BOOKRUNNERS OR ANY OF
THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO,
PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY JURISDICTION OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY AI
PRIME AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY APPLICABLE RESTRICTIONS.
NO PROSPECTUS OR OFFERING DOCUMENT
HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING. ANY
INVESTMENT DECISION IN CONNECTION WITH THE PLACING MUST BE MADE
SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION RELATING TO
INPOST S.A. AND ITS SHARES. SUCH INFORMATION HAS NOT BEEN
INDEPENDENTLY VERIFIED AND THE AI PRIME AND THE JOINT BOOKRUNNERS
ARE NOT RESPONSIBLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR SUCH
INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR
BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR
COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON ITS ACCURACY OR
COMPLETENESS.
In connection with the Placing, the
JOINT Global Co-Ordinators and the Joint Bookrunners or any of
their respective affiliates may take up a portion of the Placing
Shares as a principal position and in that capacity may retain,
purchase, sell or offer to sell for its own account such Placing
Shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly,
references to the Placing 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 the JOINT Global Co-Ordinators and the Joint Bookrunners
and any of their respective affiliates acting as investors for
their own accounts. The JOINT Global Coordinators and the Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
This announcement does not purport to
identify or suggest the risks (direct or indirect) which may be
associated with an investment in THE COMPANY or its
shares.
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE A RECOMMENDATION CONCERNING THE PLACING. THE PRICE AND
VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO DOWN AS WELL AS
UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE.
ACQUIRING PLACING SHARES TO WHICH THIS ANNOUNCEMENT RELATES MAY
EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING ALL OF THE
AMOUNT INVESTED. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL
ADVISOR AS TO THE SUITABILITY OF THE PLACING FOR THE ENTITY OR
PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT REPRESENT THE
ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE PLACING
AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE PLACING WILL
PROCEED. AI PRIME RESERVES THE RIGHT NOT TO PROCEED WITH THE
PLACING OR TO VARY THE TERMS OF THE PLACING IN ANY WAY.
BARCLAYS BANK PLC ("BARCLAYS") AND
GOLDMAN SACHS INTERNATIONAL ("GSI") ARE BOTH AUTHORISED IN THE
UNITED KINGDOM BY THE PRUDENTIAL REGULATION AUTHORITY AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATION
AUTHORITY. JEFFERIES GMBH ("JEFFERIES" AND
TOGETHER WITH BARCLAYS AND GSI, THE "BANKS") IS
registered in Germany and authorised and regulated by the
Bundesanstalt für Finanzdienstleistungsaufsicht. THE BANKS
ARE EACH ACTING AS A JOINT BOOKRUNNER FOR AI PRIME AND NO-ONE ELSE
IN CONNECTION WITH THE PLACEMENT. NEITHER THE BANKS NOR ANY OF
THEIR RESPECTIVE AFFILIATES, NOR THEIR RESPECTIVE PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WILL REGARD ANY OTHER
PERSON AS A CLIENT IN CONNECTION WITH THE PLACEMENT DESCRIBED IN
THIS ANNOUNCEMENT AND THEY WILL NOT BE RESPONSIBLE TO ANYONE OTHER
THAN AI PRIME FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR
RESPECTIVE CLIENTS OR FOR PROVIDING ADVICE IN CONNECTION WITH THE
PLACEMENT DESCRIBED IN THIS ANNOUNCEMENT OR FOR ANY OTHER MATTERS
REFERRED TO HEREIN.
CERTAIN FIGURES CONTAINED IN THIS
ANNOUNCEMENT HAVE BEEN SUBJECT TO ROUNDING ADJUSTMENTS.
ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM OR PERCENTAGE CHANGE OF
THE NUMBERS CONTAINED IN THIS ANNOUNCEMENT MAY NOT CONFORM EXACTLY
WITH THE TOTAL FIGURE GIVEN.
THIS ANNOUNCEMENT INCLUDES 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 "INTENDS",
"EXPECTS", "WILL", OR "MAY", 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 FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT
HISTORICAL FACTS AND INCLUDE STATEMENTS REGARDING INTENTIONS,
BELIEFS OR CURRENT EXPECTATIONS. NO ASSURANCES CAN BE GIVEN THAT
THE FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL BE
REALISED. AS A RESULT, NO UNDUE RELIANCE SHOULD BE PLACED ON THESE
FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL EVENTS OR
OTHERWISE.