Regulatory Filings • May 28, 2014
Regulatory Filings
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IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document (the "Pricing Statement") relating to Saga plc (the "Company") dated 23 May 2014 accessed from this page or otherwise received as a result of such access. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person. The Pricing Statement has been prepared solely in connection with the offer to certain investors (the "Offer") of ordinary shares (the "Shares") of the Company. The Pricing Statement has been published in connection with the admission of the Shares to the Official List of the UK Financial Conduct Authority (the "Financial Conduct Authority") and to trading on the London Stock Exchange plc's main market for listed securities (together, "Admission"). The Pricing Statement has been published and is available from the Company's registered office and on the Company's website at www.sagashareoffer.co.uk.
THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT MAY ONLY BE DISTRIBUTED IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB AS DEFINED IN, OR IN RELIANCE ON, RULE 144A, OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
CANADIAN INVESTORS ARE ADVISED THAT THIS EMAIL AND THE DOCUMENT ATTACHED HERETO MAY ONLY BE TRANSMITTED IN THOSE JURISDICTIONS IN CANADA AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY BE LAWFULLY OFFERED FOR SALE, AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. THE DOCUMENT ATTACHED HERETO IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THE DOCUMENT ATTACHED HERETO OR THE MERITS OF THE SECURITIES DESCRIBED THEREIN AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THE DISTRIBUTION OF THE SECURITIES CONTAINED IN THE DOCUMENT ATTACHED HERETO IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND IS EXEMPT FROM THE REQUIREMENT THAT THE COMPANY PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES.
ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
This electronic transmission and the attached document and the Offer when made are only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), other than the United Kingdom, who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in a relevant member state of the EEA) ("Qualified Investors"). This electronic transmission and the attached document must not be acted on or relied on in any member state of the EEA, other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only in any member state of the EEA, other than the United Kingdom, to Qualified Investors, and will be engaged in only with such persons.
Confirmation of Your Representation: This electronic transmission and the attached document is delivered to you on the basis that you are deemed to have represented to the Company and Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Merrill Lynch International, J.P. Morgan Cazenove, UBS Limited, Investec Bank plc and Mizuho International plc (collectively, the "Banks") that (i) you are (a) a QIB acquiring such securities for its own account or for the account of another QIB or (b) acting on behalf of, or you are an institutional investor outside the United States acquiring such securities in "offshore transactions", as defined in, and in reliance on, Regulation S under the Securities Act; (ii) if you are in any member state of the European Economic Area other than the United Kingdom, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors, to the extent you are acting on behalf of persons or entities in the EEA; (iii) the shares acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in any member state of the EEA which has implemented the Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive) or the UK; and (iv) if you are not in the United States, the UK or the EEA, you are an institutional investor that is eligible to receive this document and you consent to delivery by electronic transmission.
For investors resident in Ontario and Quebec (the "Relevant Provinces"): You acknowledge and agree that: (a) the securities described in the attached document are only being distributed to investors resident in the Relevant Provinces; (b) you are (i) an "accredited investor" as such term is defined in National Instrument 45-106 – Prospectus and Registration Exemptions and are receiving this email from a registered Canadian dealer, or (ii) an "accredited investor" who is a "permitted client", as such term is defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations, of a dealer relying on the "international dealer exemption", which dealer has sent this email; and (c) where required by law, you are participating in the offering as principal for your own account and not as agent.
Restriction: Nothing in this electronic transmission constitutes, and may not be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.
You are reminded that you have received this electronic transmission and the attached document on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. This document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Company, the Banks nor any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. By accessing the attached document, you consent to receiving it in electronic form. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the attached document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Shares. The Banks and each of their respective affiliates, each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such document or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in the attached document.
The Banks are acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person (whether or not a recipient of this document) as their client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to in the attached document.
This document comprises a pricing statement relating to the Offer described in the prospectus published by Saga plc (the "Company") on 8 May 2014 (the "Prospectus") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 (the "FSMA"). This document must be read in conjunction with the Prospectus. Capitalised terms used in this document and not defined herein have the same meaning as given to them in the Prospectus. Investors should not subscribe for or purchase any ordinary shares of the Company (the "Shares") on the basis of this document alone and should refer to information in the Prospectus, in particular Part 2 "Risk Factors" of the Registration Document and Part 2 "Risk Factors" of the Securities Note. Copies of the Prospectus are available on the Company's website at www.sagashareoffer.co.uk.
Application has been made to the FCA for the Shares issued and to be issued in connection with the Offer to be admitted to the premium listing segment of the Official List of the FCA and to London Stock Exchange plc (the "London Stock Exchange") for all of the Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). Conditional dealings in the Shares are expected to commence on the London Stock Exchange on 23 May 2014. It is expected that Admission will become effective, and that unconditional dealings in the Shares will commence, on 29 May 2014. All dealings before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application is currently intended to be made for the Shares to be admitted to listing or dealt in on any other exchange. The new Shares issued by the Company will rank, upon Admission, pari passu in all respects with the existing Shares including the right to receive dividends or other distributions declared, made or paid after Admission.
(Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 08804263)
Offer of 297,297,297 Shares of one pence each at an Offer Price of 185 pence per Share and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange
| Joint Global Co-ordinators | ||||||
|---|---|---|---|---|---|---|
| BofA Merrill Lynch |
Citigroup | Credit Suisse | Goldman Sachs International |
|||
| Joint Bookrunners | ||||||
| BofA Merrill Lynch |
Citigroup | Credit Suisse | Goldman Sachs International |
J.P. Morgan Cazenove |
UBS | |
| Joint Lead Manager Investec |
||||||
| Co-Lead Manager Mizuho International |
||||||
| Sponsor Citigroup |
||||||
| ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION | ||||||
| Issued and fully paid |
Number Nominal Value 1,110,705,405 11,107,054
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful.
Each of Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Investec Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and UBS Limited (the "Underwriters") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Mizuho International plc (together with the Underwriters, the "Banks") is authorised and regulated by the Financial Conduct Authority. Each of the Banks is acting exclusively for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Offer or any transaction or arrangement referred to in this document.
The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"). The Shares offered by the Prospectus may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs"), as defined in, and in reliance on, the exemption from the registration requirements of the US Securities Act provided in Rule 144A under the US Securities Act ("Rule 144A") or another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Prospective investors are hereby notified that the sellers of the Shares may be relying on the exemption from the provisions of section 5 of the US Securities Act provided by Rule 144A or another relevant exemption. The Shares have not been recommended by any US federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.
The Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares may not be offered or sold in, or to or for the account or benefit of any national, resident or citizen in, Australia, Canada, Japan or South Africa.
The distribution of this document and the offer and sale of the Shares in certain jurisdictions may be restricted by law. Other than in the United Kingdom, the Channel Islands and the Isle of Man, no action has been or will be taken by the Company, the Selling Shareholder or the Banks to permit a public offering of the Shares under the applicable securities laws of any jurisdiction. Other than in the United Kingdom, the Channel Islands and the Isle of Man, no action has been taken or will be taken to permit the possession or distribution of this document in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. This document does not constitute an offer of, or the solicitation of an offer to subscribe for or purchase, any of the Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Accordingly, neither this document, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this document including its accuracy, completeness and verification 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. Each of the Banks and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement herein. No representation or warranty, express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future.
Information contained on the Company's website is not incorporated into and does not form part of this document.
The date of this document is 23 May 2014.
| Price (per Share) | 185 pence |
|---|---|
| Number of Shares in the Offer | 297,297,297 |
| Number of existing Shares subject to the Over-allotment Option | 44,594,594 |
| Number of Shares in issue following the Offer | 1,110,705,405 |
| Market capitalisation of the Company at the Offer Price(1) | £2.1 billion |
| Net proceeds of the Offer receivable by the Company(2) | £511.0 million |
Notes:
| Event | Time and Date(1)(2) 2014 |
|---|---|
| Announcement of the Offer Price and Offer Size, publication of this Pricing Statement and notification of allocations of Shares |
7:00 am on 23 May 2014 |
| Commencement of conditional dealings in Shares on the London Stock Exchange | 8:00 am on 23 May 2014 |
| Notification by e-mail of share allocation for Shareholders who submitted an Online Application and elected to hold their Shares through the Saga Shareholder Account or Saga Share Direct (3) (4) |
23 May 2014 |
| Admission and commencement of unconditional dealings in Shares on the London Stock Exchange |
8:00 am on 29 May 2014 |
| CREST accounts credited in respect of Shares in uncertificated form | 29 May 2014 |
| Despatch by post of: (i) Share Account Statements to Shareholders holding Shares in the Saga Shareholder Account; (ii) definitive share certificates to Shareholders for Shares in certificated form; and (iii) allocation statements to Shareholders who elected to hold their Shares with Saga Share Direct (excluding, in each case, those Shareholders who are sent a notification by e-mail) together with, in each case (if applicable), payment of any refund by cheque |
From 29 May 2014 |
| Payment of any refund (as applicable) to debit card accounts of Shareholders who submitted an Online Application |
From 29 May 2014 |
| Notes: |
It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.
In so far as is known to the Directors, the following are the interests which represent, or will represent, directly or indirectly, three per cent. or more of the issued share capital of the Company on the date of this document and on the day of Admission assuming no exercise of the Over-allotment Option:
| Immediately prior to Admission |
Immediately following Addmision(1) |
||||
|---|---|---|---|---|---|
| Number of Shares |
Percentage of issued share capital |
Number of Shares |
Percentage of issued share capital |
||
| Acromas Bid Co Limited | 800,000,000 | 100 | 800,000,000 | 72 |
(1) Assuming no exercise of the Over-allotment Option. If the Over-allotment Option is exercised in full, Acromas will hold 755,405,406 Shares, representing 68 per cent. of the Company's issued share capital.
On the day of Admission, the voting rights in the share capital of the Company of the Directors and Senior Managers (all of whom, unless otherwise stated, are beneficial or are interests of a person connected with a Director or a Senior Manager) will be as follows:
| Directors/Senior Managers(1) | Number of Shares(2)(3) |
Percentage of issued share capital |
|---|---|---|
| Andrew Goodsell | 2,702,703 | 0.2% |
| Lance Batchelor(4) | 2,162,162 | 0.2% |
| Stuart Howard | 1,621,622 | 0.1% |
| Philip Green | 32,432 | 0.0% |
| Ray King | 27,027 | 0.0% |
| Orna Ni-Chionna | 10,811 | 0.0% |
| Gareth Williams | 32,432 | 0.0% |
| Darryn Gibson | 540,541 | 0.0% |
| Tim Pethick | 1,081,081 | 0.1% |
| Roger Ramsden | 1,081,081 | 0.1% |
| David Slater | 1,081,081 | 0.1% |
| Andrew Strong | 1,081,081 | 0.1% |
Eligible Customers are receiving preference in allocation at all levels with an allocation of between 540 Shares and 5,000 Shares and applications at the minimum application amount of £1,000 have been met in full.
Over two thirds of Eligible Customers have been allocated at least 50 per cent. of their application amount.
Applications of up to £10,000 from Non-Customers and applicants in the Intermediaries Offer have been allocated 400 Shares each.
Applications under the Employee Offer have been met in full.
Allocations in the Retail Offer are set out below:
| Customer Offer | Non-Customer Offer and Intermediaries Offer |
|||
|---|---|---|---|---|
| Application Amount | Number of Shares allocated at the Offer Price |
Allocation amount (£) |
Number of Shares allocated at the Offer Price |
Allocation amount (£) |
| £1,000 | 540 | £999.00 | 400 | £740.00 |
| £1,500 | 630 | £1,165.50 | 400 | £740.00 |
| £2,000 | 720 | £1,332.00 | 400 | £740.00 |
| £2,500 | 800 | £1,480.00 | 400 | £740.00 |
| £3,000 | 865 | £1,600.25 | 400 | £740.00 |
| £4,000 | 930 | £1,720.50 | 400 | £740.00 |
| £5,000 | 1,000 | £1,850.00 | 400 | £740.00 |
| £6,000 | 1,020 | £1,887.00 | 400 | £740.00 |
| £7,000 | 1,040 | £1,924.00 | 400 | £740.00 |
| £8,000 | 1,060 | £1,961.00 | 400 | £740.00 |
| £9,000 | 1,080 | £1,998.00 | 400 | £740.00 |
| £10,000 | 1,100 | £2,035.00 | 400 | £740.00 |
| £15,000 | 1,150 | £2,127.50 | ||
| £20,000 | 1,200 | £2,220.00 | ||
| £25,000 | 1,225 | £2,266.25 | ||
| £30,000 | 1,250 | £2,312.50 | ||
| £40,000 | 1,300 | £2,405.00 |
With respect to the Customer Offer, applications of £50,000 and above allocated at 5 per cent. subject to a maximum allocation of 5,000 shares.
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