POD POINT GROUP HOLDINGS PLC — Share Issue/Capital Change 2021

Oct 18, 2021

National Storage Mechanism | Additional information

RNS Number : 3088P

EDF Energy EV Ltd

18 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

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. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by EDF Energy EV Limited (the "Company" or "Pod Point" and, together with its subsidiaries and subsidiary undertakings, the "Group") in due course in connection with the proposed offer of ordinary shares in the capital of the Company (the "Shares") and the proposed admission of such Shares to the premium listing segment of the Official List of FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of any Prospectus will, if published, be available on the Company's website at https://investors.pod-point.com subject to certain access restrictions.

18 October 2021

EDF Energy EV Limited

Confirmation of Intention to Float on the London Stock Exchange

Following the announcement by Pod Point on 11 October 2021 regarding its expected intention to float, the Company today confirms its intention to proceed with an initial public offering (the "IPO" or the "Offer") and confirms certain details of the Offer. The Company intends to apply for admission of its ordinary shares ("Shares") to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (together, "Admission").

The final offer price in respect of the Offer (the "Offer Price") will be determined following a book-building process, with Admission currently expected to occur in early November 2021.

Erik Fairbairn, CEO of Pod Point, said:

"I am extremely pleased to confirm Pod Point's intention to float and I am delighted that we have reached this stage in the Company's growth. Now is the right time for us to list - as a market leader, we are well placed to capture the significant market opportunity ahead.

"I believe our smart network of charge points will be key in enabling the mass adoption of electric vehicles, helping our customers to reduce their carbon footprint and supporting the UK to meet its net zero carbon emissions target. We look forward to welcoming our new investors and continuing to deliver value to all our stakeholders."

Confirmation of Offer details

·	The intention is for the Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange.
·	The Offer will comprise a primary offer of new Shares to be issued by the Company, which is expected to raise gross proceeds of approximately £120 million, and an offer of existing Shares to be sold by Legal & General Capital Investments Limited ("LGCIL") and certain existing employees (together, the "Offer Shares").
·	The Offer will be a targeted offering to institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
·	Immediately following Admission, the Company will have a free float of at least 25% of issued share capital and expects that it will be eligible for inclusion in the FTSE UK indices and qualify for the London Stock Exchange's Green Economy Mark on Admission. In addition, it is expected that Shares representing in aggregate up to 10% of the Offer will be made available by EDF Energy Customers Limited ("EECL"), a subsidiary of Électricité de France S.A. ("EDF") and LGCIL pursuant to an over-allotment option.
·	In connection with the Offer, each of the Company, its directors, EECL and LGCIL (or an affiliate) are expected to agree to customary lock-up arrangements restricting the disposal of Shares for a period of time following Admission.
·	The Company expects that the current majority shareholder, EDF, will retain a stake of over 50% following Admission and will continue to support Pod Point's future growth through co-operation in relation to EDF's UK customer base and through access to EDF's capabilities across the energy value chain.
·	The Company expects that Legal & General will remain a minority shareholder and will continue to work with Pod Point on existing and potentially new initiatives as part of the Legal & General group's aim to achieve net zero targets across its property portfolios and businesses.
·	Any additional details in relation to the Offer will be disclosed in the Prospectus.
·	The Company has engaged Barclays and BofA Securities as Joint Global Co-ordinators and Joint Bookrunners, and Numis as Joint Bookrunner.

Enquiries: 

Tulchan (Public Relations adviser to Pod Point)

James Macey White/ Mark Burgess/ Matt Low/ Laura Marshall / Arthur Rogers

+44 (0)20 7353 4200 / [email protected]

Sponsor, Joint Global Co-ordinator, Joint Bookrunner and Financial Adviser

Barclays

Iain Smedley / Neal West / Sucharita Dasa / Chris Madderson

+44 (0)20 7623 2323

Joint Global Co-ordinator and Joint Bookrunner

BofA Securities

Patrick de Loe / Jerome Renard / Cara Griffiths / Jean Riviere

+44 (0)20 7628 1000

Joint Bookrunner

Numis

Garry Levin / Andrew Coates

+44 (0)20 7260 1000

IMPORTANT LEGAL INFORMATION

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Barclays Bank PLC, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA").

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, shares to any person in Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933, as amended (the "Securities Act") except to qualified institutional investors as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The proposed Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in Australia, Canada, Japan, the United States or elsewhere.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" 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 statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

Each of the Company, Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited and their respective directors, officers, employees, advisers or affiliates, as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.

Any subscription or purchase of Shares in the proposed Offer should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the proposed Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for 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, any contract therefor.

The date of Admission may be influenced by a variety of factors which include market conditions. The Company may decide not to go ahead with the IPO and there is therefore no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. You should not base any 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 proposed Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the proposed Offer for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or (iii) a personal recommendation to you.

None of Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Each of Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited (together the "Banks") is acting exclusively for the Company and no one else in connection with the proposed Offer. The Banks will not regard any other person as their respective clients in relation to the proposed Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the withdrawal of the United Kingdom from the European Union, Barclays Bank PLC, Merrill Lynch International and Numis Securities Limited may, at their discretion, undertake their obligations in connection with the proposed IPO by any of their affiliates based in the EEA.

Each of Barclays Bank PLC and Merrill Lynch International is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA. Numis Securities Limited is authorised and regulated in the United Kingdom by the FCA.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and does not form part of, this announcement.

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