Plus500 Limited Publication of prospectus (0428S)

TIDMPLUS

RNS Number : 0428S

Plus500 Limited

20 June 2018

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the admission of the Company's shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities will be made, and any investor should make his investment decision, solely on the basis of the information that is contained in the Prospectus published by the Company in connection with the admission of the Company's shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities.

20 June 2018

Plus500 Limited

Publication of Prospectus

Plus500 Limited (the "Company"), a leading online trading platform provider for customers to trade CFDs internationally, is pleased to announce that, further to the announcement of 24 May 2018, the UK Listing Authority has approved the Prospectus in relation to the admission of the Company's shares to the premium listing segment of the Official List of the FCA and admission to trading on the London Stock Exchange plc's Main Market for listed securities ("Admission").

It is expected that Admission will become effective and that dealings will commence at 8.00 am on 26 June 2018. Trading in the Company's shares on AIM will be cancelled simultaneously with Admission.

The Company is not raising any funds or issuing any new shares in connection with Admission. The Company's TIDM code on the London Stock Exchange will continue to be PLUS and its ISIN will remain IL0011284465 and its SEDOL number BBT3PS9. On Admission, the Company's issued share capital will be 114,888,377 shares, of which 980,146 are treasury shares.

The Prospectus will be made available in electronic form on the Company's website at www.plus500.co.uk/Investors/ConstitutionalDocuments, and will be available for inspection at the offices of Bryan Cave Leighton Paisner, Adelaide House, London Bridge, London EC4R 9HA between the hours of 9.30 am and 5.30 pm on any Business Day. The Prospectus will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/nsm.

Expected timetable

 
 Publication of Prospectus           20 June 2018 
 Last day of trading of the Shares   25 June 2018 
  on AIM 
 Expected delisting of the Shares    8.00 am on 26 
  from AIM                            June 2018 
 Expected admission of the Shares    8.00 am on 26 
  to the Official List                June 2018 
 Expected commencement of dealings   8.00 am on 26 
  of the Shares on the Main Market    June 2018 
 

The times and dates set out in the expected timetable of principal events above and mentioned in the Prospectus, and in any other document issued in connection with Admission are subject to change by the Company, in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, shareholders.

Liberum Capital Limited ("Liberum") is acting as sponsor to the Company in connection with Admission.

The Company's existing shareholders should consult their own tax advisers as to the tax implications of the Company's proposed move to the Main Market. Generally, on the move to the Main Market, the depository interests representing Ordinary Shares ("DIs") will continue to be excluded from being "chargeable securities" and as a result no stamp duty reserve tax (SDRT) will be payable by the purchasers of those DIs.

For further details:

Plus500 Ltd

Elad Even-Chen, Chief Financial Officer

[e-mail]

Tel: [phone]

Liberum - Sponsor, Nomad and Joint Broker

Clayton Bush, Neil Elliot, Josh Hughes, William Hall

www.liberum.com

Tel: [phone]

MHP Communications

Reg Hoare, Tim Rowntree, Kelsey Traynor

[e-mail]

Tel: [phone]

Important notices

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor exclusively for the Company and no-one else in connection Admission or any other matters referred to in this announcement and will not be responsible to anyone, whether or not a recipient of this announcement, other than the Company for providing the protections afforded to its customers, nor for providing advice or otherwise in relation to the contents of this announcement or any matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Liberum does not accept any responsibility whatsoever for the contents of this announcement, 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 it, or on its behalf, in connection with the Company or Admission, 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. Liberum accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement contains forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, existing shareholders and prospective investors should not rely on these forward-looking statements.

The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Neither the Company nor the directors of the Company undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement is not an offer of securities for sale or subscription in any jurisdiction nor is this announcement a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares in the Company based on this announcement.

Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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June 20, 2018 10:44 ET (14:44 GMT)