This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Canada, Japan, the Republic of South
Africa, Australia or any jurisdiction where to do so would
constitute a violation of the relevant laws in that jurisdiction or
which would require any registration or licensing within that
jurisdiction.
This announcement is an
advertisement for the purposes of Rule 3.3.2 of the Prospectus
Regulation Rules made by the Financial Conduct Authority (the
"FCA") under section 73A of the United Kingdom's Financial Services
and Markets Act 2000, as amended ("FSMA"). This announcement is not
a prospectus and investors should not purchase any securities
referred to in this announcement except on the basis of the
information in the final prospectus (the "Prospectus") published by
Applied Nutrition plc (the "Company" or "Applied Nutrition" and,
together with its subsidiaries, the "Group") and approved by the
FCA in relation to the offer (the "Offer") for sale of existing
ordinary shares in the capital of the Company and admission
("Admission") of the ordinary shares in the Company (the "Shares")
to trading on London Stock Exchange plc's main market for listed
securities and to listing in the equity shares (commercial
companies) category of the official list of the FCA (the Offer and
Admission together, the "Transaction").
Applied Nutrition
plc
Announcement of Pricing and
Offer Size
Following the Announcement of Price
Range on 15 October 2024 for its initial
public offering, Applied Nutrition today announces the successful
pricing of its initial public offering at 140 pence per Share (the "Offer Price").
Based on the Offer Price, Applied
Nutrition's market capitalisation will be approximately £350
million at the commencement of conditional dealings on the main
market for listed securities of London Stock Exchange
plc.
Thomas Ryder, CEO of Applied Nutrition,
said:
"As a homegrown UK business based in Knowsley, Liverpool, we
could not be prouder to be listing on the London Stock Exchange. We
are delighted with the support shown by investors during our
roadshow, and the top-quality shareholder register that we have
secured. As we reach this important milestone in our
journey, I would like to thank our
employees for their continuing hard work and
dedication.
"We are only scratching the surface of our growth opportunity
and this IPO positions us ideally for the next step of our
development. We are confident it will
assist in our vision to create the world's most trusted and
innovative sports nutrition, health & wellness
brand."
Offer
highlights:
·
|
The Offer Price has been set at 140
pence per Share, equating to a market capitalisation of
approximately £350 million at the commencement of conditional
dealings.
|
|
|
·
|
The Offer comprises 112,500,000
existing Shares being sold by certain existing shareholders of the
Company.
|
|
|
·
|
This equates to a total offer size
of £157.5 million and represents approximately 45% of the Company's
issued share capital on Admission.
|
|
|
·
|
Immediately following Admission, the
Company's issued share capital will be 250,000,000
Shares.
|
|
|
·
|
The Offer included an intermediaries
offer, using Retail Book Limited for distribution to retail
investors in the United Kingdom (the "RetailBook Intermediaries
Offer"). Of the 112,500,000 Shares sold in the Offer, 15,802,938
Shares will be sold to intermediaries through the RetailBook
Intermediaries Offer, raising approximately £22 million.
|
|
|
·
|
The Cornerstone Investors have
subscribed for 17,857,141 Shares, of which 9,999,999 Shares were
included in the institutional offer and 7,857,142 Shares included
in the RetailBook Intermediaries Offer.
|
Admission and
Dealings
·
|
Commencement of conditional dealings
in the Shares on the London Stock Exchange is expected to take
place at 8:00 a.m. on 24 October 2024 under the ticker APN (ISIN:
GB00BPVDXX64). Investors should note that only those who applied
for and were allocated Shares in the Offer will be able to deal in
the Shares on a conditional basis.
|
|
|
·
|
Admission of the 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, and the commencement of unconditional
dealings in the Shares on the London Stock Exchange is expected to
take place at 8.00 a.m. on 29 October 2024.
|
|
|
·
|
The pricing statement related to the
Offer will be published later today on the Company's website
at http://appliednutritionplc.com/.
|
For
more information, please contact:
Alma Strategic Communications (Public Relations adviser to
Applied Nutrition)
Rebecca Sanders-Hewett, Josh
Royston, Sam Modlin, Joe Pederzolli, Sarah Peters
|
T: +44 (0) 203 405
0205
appliednutrition@almastrategic.com
|
Sole Sponsor, Sole Global Co-ordinator and Sole
Bookrunner
Deutsche Numis
James Taylor, Tom Jacob, Jamie
Loughborough, Jonny Abbott, Henry Slater
|
T: +44 (0) 207 260
1000
|
IMPORTANT LEGAL INFORMATION
The contents of this announcement,
which has been prepared by and is the sole responsibility of the
Company, have been approved by Numis Securities Limited
trading as Deutsche Numis ("Deutsche Numis") solely for the
purposes of section 21(2)(b) of FSMA.
The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance should be placed for any
purposes whatsoever on the information contained in this
announcement or on its completeness, including (without limitation)
in connection with any contract or commitment or investment
decision whatsoever.
This announcement is not for
publication, distribution or release, in whole or in part, 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
(the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from the
registration requirements under the Securities Act. No public
offering of securities is being made in the United
States.
This announcement is not for
publication, distribution or release, in whole or in part, directly
or indirectly, in or into Australia, the Republic of South Africa,
Japan, Canada or any other country outside of the United Kingdom
where such distribution may lead to a breach of any legal or
regulatory requirement (each a "Restricted Jurisdiction"). The
Shares have not been, and will not be, registered under the
applicable securities laws of (and clearances have not been, and
will not be, obtained from the relevant securities authorities or
commissions of) any Restricted Jurisdiction. The distribution of
this announcement in or into (or to persons or residents in, or
citizens of) jurisdictions outside of the United Kingdom may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the laws of the relevant
jurisdiction.
In the member states of the European
Economic Area ("EEA"), this announcement is only addressed to and
directed at persons who are qualified investors within the meaning
of the Prospectus Regulation ("Qualified Investors"). The term
"Prospectus Regulation" means either (a) Regulation (EU) 2017/1129
of the European Parliament and of the Council (as amended) on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market; and repealing
Directive 2003/71/EC, or (b) the United Kingdom's version of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council (as amended) on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market, which is part of United Kingdom's law by virtue
of the European Union (Withdrawal) Act 2018, as applicable. In the
United Kingdom, this announcement is only addressed to and directed
at Qualified Investors in the United Kingdom who are reasonably
believed by the Company to be persons of a kind described in
Article 19 (Investment Professionals), Article 48 (High Net Worth
Individuals) and Article 49 (High Net Worth Companies,
Unincorporated Associations, etc) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended
("FPO") or any other recipient that is a Qualified Investor in the
United Kingdom to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of FSMA) in
connection with the sale of any securities of the Company may
otherwise lawfully be communicated or caused to be communicated
(together, "Relevant Persons").
Persons who fall outside these
categories in the EEA or the United Kingdom, respectively, should
not rely on or act upon the matters communicated in this
announcement. 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 any member
state of the EEA is available only to, and may be engaged only
with, Qualified Investors.
This announcement may contain
forward-looking statements, which relate, inter alia, to the
Group's proposed strategy, plans and objectives. Forward-looking
statements are sometimes identified by the use of terminology such
as (but not limited to) "believes", "expects", "may", "will",
"could", "shall", "risk", "intends", "estimates", "aims", "plans",
"predicts", "continues", "assumes", "positions" or "anticipates" or
the negatives thereof, other variations thereon or comparable
terminology. By its very nature, such forward-looking information
requires the Company to make assumptions that may or may not
materialise. Such forward-looking statements may be price-sensitive
and involve known and unknown risks, uncertainties and other
important factors beyond the control of the Company that could
cause the actual performance or achievements of the Group to be
materially different from such forward-looking statements. Past
performance is not a reliable indicator of future results and, in
particular, past performance of the Group cannot be relied upon as
a guide to future performance. Accordingly, you should not rely on
any forward-looking statements and the Company accepts no
obligation to disseminate any updates or revisions to such
forward-looking statements. No statement in this announcement is
intended as a profit forecast or a profit estimate and no statement
in this announcement should be interpreted to mean that earnings
per share for the current or future financial periods would
necessarily match or exceed historical published earnings per
share. As a result, you are cautioned not to place any undue
reliance on such forward-looking statements. Neither the Company
nor anyone else is under any obligation to update or keep current
the information contained in this announcement. No representation
or warranty, express or implied, is given by or on behalf of the
Company, Numis Securities Limited trading as Deutsche Numis
("Deutsche Numis") or any of their directors, officers, partners,
employees, advisers, agents, affiliates, representatives or any
other persons as to the accuracy, fairness, completeness,
verification or sufficiency of the information or opinions
contained in this announcement or for any other statement made or
purported to be made by them, or on their behalf, in connection
with the Company, the Shares or the Transaction and nothing in the
announcement will be relied upon as a promise or representation in
this respect, whether as to the past or future. Save in the case of
fraud, no liability is accepted for any errors, omissions or
inaccuracies in any of the information or opinions in this
announcement or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this
announcement or otherwise in connection with the subject matter of
this announcement. Accordingly, each of the Company and Deutsche
Numis disclaims, to the fullest extent permitted by applicable law,
all and any responsibility or liability, whether arising in tort,
contract or otherwise (save as referred to above), which it might
otherwise have in respect of the announcement or any such
statement.
Any purchase of Shares in the Offer
should be made solely on the basis of information contained in the
Prospectus. The information in this announcement is subject to
change. Before purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept
the risks which are set out in the Prospectus. This announcement
shall not constitute, or form part of, any offer or invitation to
sell, or any solicitation of any offer to acquire, any Shares or
any other securities, nor shall it (or any part of it), or the fact
of its 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.
Potential investors should not base
their financial decision on this announcement. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount
invested. Persons considering making investments should consult an
authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning
the Offer. The value of shares can decrease as well as increase.
Potential investors should consult a professional adviser as to the
suitability of the Offer for the person concerned.
Deutsche Numis is authorised and
regulated in the United Kingdom by the FCA. Deutsche Numis is
acting exclusively for the Company and no one else in connection
with the Offer and will not regard any other person as a client in
relation to the Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Offer or any
transaction or arrangement referred to in this announcement.
Deutsche Numis and its affiliates may have engaged in transactions
with, and provided various investment banking, financial advisory
and other services to, the Company for which they would have
received customary fees. Apart from the responsibilities and
liabilities, if any, that may be imposed on Deutsche Numis by FSMA
or the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, Deutsche Numis accepts no responsibility
whatsoever for, and makes no representation or warranty, express or
implied, as to the contents of, this announcement or for any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Shares or the Offer and nothing in
this announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or
future.
Certain data in this announcement,
including financial, statistical and operating information has been
rounded. As a result of the rounding, the totals of data presented
in this announcement may vary slightly from the actual arithmetic
totals of such data. Percentages in tables have been rounded and
accordingly may not add up to 100%.
For the avoidance of doubt, the
contents of the Company's websites, or any website directly or
indirectly linked to the Company's websites, are not incorporated
by reference into, and do not form part of, this
announcement.