Press release, 31 May 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
Result of
placing of ordinary shares in Associated British Foods
PLC
Howard Investments Limited ("Howard"), a wholly
owned subsidiary of Wittington Investments Limited ("Wittington")
has agreed to sell approximately 10.3 million ordinary shares
(representing approximately 1.4% of the issued share capital) in
Associated British Foods PLC ("ABF") to institutional investors by
way of an accelerated bookbuild process (the "Placing") at a price
of 2,550 pence per ordinary share, raising gross proceeds of
approximately £262 million.
Following completion of the Placing, the
combined shareholding of Wittington and Howard in ABF is expected
to be approximately 56.1%. Once the remainder of the £500 million
share buyback programme announced by ABF with its last full year
results in November 2023 (the "FY24 Buyback") has completed, the
combined shareholding is expected to be broadly in line with its
level prior to the commencement of the FY24 Buyback, which was
56.4%.
Wittington has agreed that neither it nor Howard
will sell any further shares in ABF for the remainder of ABF's
current financial year ending 14th September 2024
without the consent of UBS AG, London Branch ("UBS").
Wittington is committed to maintaining a majority stake in
ABF.
UBS acted as Bookrunner in connection with the
Placing.
Media Enquiries
Citigate Dewe
Rogerson:
Angharad
Couch
+44 (0) 7507 643 004
Disclaimer
The contents
of this announcement have been prepared by and are the sole
responsibility of Howard. Howard
makes no representation or warranty as to the appropriateness,
accuracy, completeness or reliability of the information in this
announcement.
This
announcement is for information purposes only and is not intended
to and does not constitute or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell, otherwise
dispose of or issue, or any solicitation of any offer to sell,
otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security; nor shall be there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
Information regarding forward-looking
statements
This
announcement includes 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 "intends", "expects", "will", or "may", 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 forward-looking statements include all matters
that are not historical facts and include statements regarding
intentions, beliefs or current expectations. No assurances can be
given that the forward-looking statements in this announcement will
be realised. As a result, no undue reliance should be placed on
these forward-looking statements as a prediction of actual events
or otherwise.
No
offer
Neither this
announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with, any offer or purchase
whatsoever in any jurisdiction and shall not constitute or form
part of an offer to sell or the solicitation of an offer to buy any
securities in the United States or in any other jurisdiction. In
particular, the securities referred to herein may not be offered or
sold in the United States absent registration with the United
States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The shares to which this announcement relates
have not been and will not be registered under the Securities Act
and Howard does not intend to register any part of the Placing in
the United States or to conduct a public offering in the United
States of the shares to which this announcement
relates.
This
announcement does not constitute a prospectus or an offer or
invitation to purchase securities. This announcement is only
addressed to, and directed at, persons who are "qualified
investors", being persons falling within the meaning of Article
2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018 and who: (i) have professional experience in matters
relating to investments falling 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) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (b) persons to whom it may
otherwise lawfully be communicated (each such persons in (a) and
(b) together being referred to as "Relevant
Persons").
In addition,
this announcement is not being distributed, nor has it been
approved for the purposes of Section 21 of the Financial Services
and Markets Act 2000 ("FSMA"), by a person authorised under
FSMA.
This document
is directed only at Relevant Persons and must not be acted on or
relied on by persons who are not 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. Persons distributing this announcement must
satisfy themselves that it is lawful to do so.
The Placing
and the distribution of this announcement and other information in
connection with the Placing in certain jurisdictions may be
restricted by law. No action has been taken that would permit the
Placing or distribution of this announcement in any jurisdiction
where action for such purpose is required. 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.
UBS is
authorised and regulated by the Financial Market Supervisory
Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS acted exclusively
as Bookrunner for Howard and no one else in connection with the
Placing. In connection with such matters, UBS will not regard any
other person as its client, nor will it be responsible to any other
person for providing the protections afforded to its clients or for
providing advice in relation to the Placing, the contents of this
announcement or any other matter referred to
herein.