Peel Hunt LLP Proposed Placing of IntegraFin Shares (2156O)

TIDMIHP

RNS Number : 2156O

Peel Hunt LLP

30 September 2019

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA 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.

PRESS RELEASE

United Kingdom, 30 September 2019

Accelerated bookbuilt offering of approximately 6 million existing ordinary shares in IntegraFin Holdings plc

Michael Howard (the "Vendor") is selling approximately 6 million existing ordinary shares of IntegraFin Holdings plc ("IntegraFin" or the "Company") corresponding to approximately 1.8% of the outstanding ordinary share capital of the Company. The sale will be undertaken via an accelerated bookbuilt offering to institutional investors (the "Offering").

The Offering is being undertaken, primarily, to enable Michael Howard to provide seed funding for a charitable foundation and, residually, for diversification purposes. Michael Howard continues to be a director of the Company and his working relationship with the group is unchanged. IntegraFin will not receive any proceeds from the Offering.

Barclays Bank PLC ("Barclays") and Peel Hunt LLP ("Peel Hunt") are acting as Joint Global Coordinators and Bookrunners for the Offering and Evercore Partners International LLP ("Evercore") is acting as Financial Adviser to the Vendor. Bookbuilding will commence immediately. The right is reserved to close the books at any time. The sale price of the shares and the final size of the Offering will be determined after the books have closed.

Following completion of the Offering, the Vendor will own approximately 11.5% of the outstanding ordinary share capital of the Company. This residual shareholding will be subject to a 90 day lock-up undertaking.

Enquiries:

Barclays [phone]

Chris Madderson

Lawrence Jamieson

Peel Hunt [phone]

Jock Maxwell Macdonald

Sohail Akbar

Evercore [phone]

Jim Renwick

Lucy Berryman

Disclaimer

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT).

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, 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 SECURITIES REFERRED TO HEREIN REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES 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 MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)E OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS").

IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS WHO ARE (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 ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER, OR (III) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED ("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.

BARCLAYS IS IN THE UK AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY. PEEL HUNT AND EVERCORE ARE IN THE UK IS REGULATED BY THE FINANCIAL CONDUCT AUTHORITY. BARCLAYS, PEEL HUNT AND EVERCORE ARE ACTING FOR THE VENDOR AND FOR NO-ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE VENDOR FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF BARCLAYS OR PEEL HUNT OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. BARCLAYS AND PEEL HUNT MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY PEEL HUNT ON BEHALF OF THE VENDOR AND IS THE SOLE RESPONSIBILITY OF THE VENDOR APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON BARCLAYS, PEEL HUNT OR EVERCORE BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, NONE OF BARCLAYS, PEEL HUNT OR EVERCORE ACCEPTS ANY RESPONSIBILITY WHATSOEVER AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY THE VENDOR, OR ON THE VENDOR'S BEHALF OR ON BARCLAYS', PEEL HUNT'S OR EVERCORE'S BEHALF, IN CONNECTION WITH THE VENDOR OR THE TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE PERFORMANCE. EACH OF BARCLAYS, PEEL HUNT AND EVERCORE ACCORDINGLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH IT MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.

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September 30, 2019 11:46 ET (15:46 GMT)