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Vallares PLC ("Vallares" or the "Company")
17 June 2011
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus and not an offer for sale, or a solicitation of an offer to acquire, securities in any jurisdiction including in or into the United States, Canada, Australia, or Japan. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission ("Admission") of its ordinary shares (the "Ordinary Shares") to the standard listing segment of the Official List of the Financial Services Authority (the "FSA") and to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office.
Results of Placing
Vallares is pleased to announce the results of its successful placing of Ordinary Shares (the "Placing").
Following a book-building process, Vallares has placed 133 million Ordinary Shares at a placing price of £10 per Ordinary Share, raising gross proceeds of £1.35 billion1(inclusive of £100 million Repurchase Option for stabilising activity) to enable the Company to pursue its objective of acquiring or establishing a major company, business or asset that has significant operations in the resources sector.
Commenting on today's announcement, Rodney Chase, Chairman of Vallares, said: "We are delighted to have received such a positive response from global investors, and I am pleased that we are now able to pursue our acquisition strategy. With the experience and skills of our Founders, led by Tony Hayward and Nat Rothschild, I am confident that we will identify and execute the right acquisition for Vallares, generating significant shareholder value and providing a platform for the future growth of the business."
Tony Hayward said: "It is heartening to receive the backing of so many investors and to reach the fund raising target so quickly. This demonstrates the confidence investors have in the strong fundamentals of the resources sector and our focus will now turn to searching for suitable acquisition opportunities."
Nathaniel Rothschild said: "The response from a range of high quality institutional and long term investors has surpassed our expectations and is a major vote of confidence both in the quality of the Vallares team and in the structure of the vehicle. The investment proposition which matches investors with assets in the resources sector seeking access to capital and expertise has proved an attractive one."
Conditional dealings are expected to commence at 8.00 a.m. today under the ticker symbol "VLRS". It is expected that Admission will become effective and unconditional dealings in the Ordinary Shares on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 22 June 2011.
Credit Suisse is acting as Global Co-ordinator and Joint Bookrunner, J.P. Morgan Cazenove is acting as Joint Bookrunner and Evolution Securities is acting as Co-lead Manager in respect of the Placing.
For further information please contact:
+44 20 7888 8888
J.P. Morgan Cazenove
+44 20 7588 2828
+44 20 7071 4300
+44 20 7251 3801
Notes to editors on Vallares
Vallares, advised by its Founders, Nathaniel Rothschild, Tony Hayward, Tom Daniel and Julian Metherell, intends to acquire or establish a major company, business or asset that has significant operations in the resources sector. Within the resources sector, the Company intends to adopt a focus on the oil and gas industry. The Company may achieve this objective through an acquisition of interests in one or more complementary companies, businesses or assets.
The structure of the Company is based on the model of Vallar PLC which successfully raised £707 million in July 2010 in an initial public offering and, within 10 months, acquired a world-class coal business in Indonesia.
In recent years many valuable resource assets have been acquired by smaller companies that often do not have access to capital or sufficient capability to realise their development potential. Accordingly, the Directors believe that the resources sector, and especially the oil and gas industry, presents multiple attractive investment opportunities.
The Company intends to target a major company, business or asset with an aggregate Enterprise Value2 of between £3 billion and £8 billion, although an opportunity with a smaller or larger Enterprise Value may be considered. The Company aims to achieve this through identifying and acquiring interests in companies, businesses or assets where the existing owners are attracted to the Vallares proposition, namely the opportunity to hold an ownership interest in a London listed company with a high quality Board, access to capital and capability to unlock the value of their assets.
The Company intends to focus primarily on emerging and under-developed geographic regions where the Founders collectively have prior knowledge and experience. These include Russia, the CIS region, the Middle East, Africa, Asia and Latin America. However, the Company will not exclude other geographic regions where an opportunity presents an appropriate investment proposition.
The Directors believe that the Company has a number of advantages which make it well placed to compete with other participants in the resources sector. The Founders, particularly Nathaniel Rothschild and Tony Hayward, have a global network of relationships with key decision-makers and owners of potential targets in the resources sector. The Company will also be able to transact quickly and efficiently, as the proceeds of the Placing will be readily available and the Company will have the flexibility to issue listed liquid shares as part of the consideration for an acquisition.
Following completion of an acquisition, the Company intends to implement a strategy designed to maximise value by optimising the capital structure of the acquired business(es), implementing disciplined operational improvements and strengthening management. The Company may also undertake targeted investments and pursue strategic "bolt-on" acquisitions to increase the scale of the Company's operating business.
Following completion of an acquisition and subject to eligibility, the Directors intend to seek a premium listing for the Company (as enlarged by an acquisition) on the Official List of the FSA.
The Founders have committed £100m of capital to the Company and its group, including £80m to subscribe for Ordinary Shares in the Placing.
The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by Credit Suisse Securities (Europe) Limited of One Cabot Square London E14 4QJ.
IMPORTANT NOTICE: This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Canada, Australia or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of U.S. persons absent registration under the U.S. Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for account or benefit of any national, resident or citizen of Canada, Australia or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
The Ordinary Shares are being offered outside the United States to persons that are non-U.S. persons in offshore transactions within the meaning of and in accordance with the safe harbour from the registration requirements provided by Regulation S under the Securities Act. The Ordinary Shares are being offered within the United States or to US persons in transactions exempt from the registration requirements of the Securities Act for transactions not involving a public offering and only to persons who are both qualified institutional buyers, as defined in Rule 144A of the Securities Act, and qualified purchasers, as defined in section 2(a)(51) of the U.S. Investment Company Act of 1940.
This announcement is an advertisement and does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus to be issued in due course by the Company in connection with the admission of the Ordinary Shares to the standard listing segment of the Official List of the FSA and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office. In the event of any discrepancy between this announcement and the prospectus in its final form, the prospectus will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Vallares' intentions in relation to Admission at this stage. Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.
The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law 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.
Credit Suisse is the marketing name used by Credit Suisse Securities (Europe) Limited, J.P. Morgan Cazenove is the marketing name used by J.P. Morgan Securities Ltd. and Evolution Securities is the marketing name used by Evolution Securities Ltd. Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. and Evolution Securities Ltd are each authorised and regulated in the United Kingdom by the FSA, are acting exclusively for Vallares and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than Vallares for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd. or Evolution Securities Ltd by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, each of Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., Evolution Securities Ltd. and their respective affiliates accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification in connection with Vallares, the Ordinary Shares or the Placing. Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., Evolution Securities Ltd and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.
Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the intentions, beliefs or current expectations of the Company, the board of Directors and the Founders concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; (ii) future deal flow and implementation of active management strategies; and (iii) trends in the resources sector are 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. Forward-looking statements are not guarantees of future performance and speak only as at the date they are made. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies 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.
In connection with the Placing, Credit Suisse Securities (Europe) Limited, as stabilising manager (the "Stabilising Manager") (or any person acting for the Stabilising Manager), may, but will be under no obligation, to the extent permitted by applicable law, effect transactions with a view to supporting the market price of the Ordinary Shares or any options, warrants or rights with respect to, or other interest in, the Ordinary Shares or other securities of the Company, in each case at a level higher than that which might otherwise prevail in the open market. Such transactions may be effected on the London Stock Exchange, on over-the-counter markets or otherwise and may be undertaken at any time from the commencement of conditional dealings in the Ordinary Shares and for 30 days thereafter. There is no assurance that stabilising transactions will be undertaken. Such transactions, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Placing price. Save as required by any legal or regulatory obligation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any repurchase and/or stabilisation transactions under the Placing.
The Company has granted the Stabilising Manager an option (the "Repurchase Option"), pursuant to which the Stabilising Manager may require the Company to purchase up to 10 million Ordinary Shares held by the Stabilising Manager as a result of stabilising transactions at the Placing Price. The Repurchase Option will be exercisable in whole or in part, upon notice by the Stabilising Manager, from the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange and for 30 days thereafter. Any Ordinary Shares acquired by the Company pursuant to the Repurchase Option will be cancelled.
1 The figure of £1.35 billion is subject to the effect of any exercise of the Repurchase Option (as described below) and includes £80 million invested in Ordinary Shares by Nathaniel Rothschild, Tony Hayward, Tom Daniel and Julian Metherell (the “Founders”) and a further £20 million invested in the capital of the subsidiary of Vallares, as described in further in the Prospectus.
2 “Enterprise Value” means the sum of a company’s market capitalisation and its net debt
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