Wrap Text
Announcement of offer price
Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement for the purposes of the UK Prospectus Rules of the Financial Conduct Authority (the “FCA”)
and not a prospectus. This announcement is not an offer or an advertisement to sell, or a solicitation of an offer to acquire, securities
in the United States or in any other jurisdiction, including in or into Australia, Canada or Japan.
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 purchase any Shares referred to in this announcement other than
solely on the basis of information that is contained in the prospectus (the “Prospectus”) expected to be published by Vivo Energy plc
(the “Company”) in due course in connection with the proposed admission of its ordinary shares (the “Shares”) to the premium
listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of London Stock Exchange plc (the
“London Stock Exchange” or “LSE”) (together, “UK Admission”) and to listing and trading as a secondary inward listing on the
Main Board of the securities exchange operated by the Johannesburg Stock Exchange Limited (the “JSE”) (“JSE Admission”, and
together with UK Admission, “Admission”). Copies of the Prospectus will, following publication, be available for inspection from the
Company’s registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United Kingdom, the office of Bowman
Gilfillan Inc at 11 Alice Lane, Sandton, Johannesburg 2196, South Africa and the Company’s website at http://investors.vivoenergy.com.
References in this announcement to “Vivo Energy” or the “Group” mean the Company and Vivo Energy Holding B.V. (“VEH”, the
current holding company of the Vivo Energy group), together with its consolidated subsidiaries and subsidiary undertakings. Following
the completion of a pre-IPO reorganisation, the Company will own 100 percent of the share capital of VEH. The shareholders of VEH
prior to Admission will be Vitol Africa B.V., HIP Oil 2 B.V., VIP Africa II B.V., HIP Oil B.V. (the “Selling Shareholders”) as well as
certain members of management, all of whom will exchange their shares in VEH for Shares in the Company prior to Admission.
4 May 2018
Vivo Energy plc
Announcement of Offer Price
Offer price set at 165 pence
Following the intention to float announcement on 10 April 2018, Vivo Energy, a leading retailer and
marketer of Shell-branded fuels and lubricants in Africa, today announces the successful pricing of its
initial public offering (the “Offer”) at 165 pence per Share (the “Offer Price”). Based on the Offer
Price, the market capitalisation of the Company will be approximately £1,980 million at the
commencement of conditional dealings on the Main Market of the London Stock Exchange.
John Daly, Chairman of Vivo Energy said:
“The listing today represents a major milestone for Vivo Energy. We are delighted to welcome our new
shareholders to the register. We have been thrilled with the level of support and interest we have had through
this process from the global investor community and would like to thank all my colleagues for their hard work
in reaching this significant moment in the Company’s history. We look forward with confidence to the next
stage of our development as a listed business.”
Christian Chammas, Chief Executive Officer of Vivo Energy said:
“We have been extremely pleased with the investor response to our offer, in what has been a challenging
period for the wider markets. Vivo Energy’s differentiated business model, strong track record, exposure to
Africa and the growth opportunity it represents has been well understood by investors. We are excited about
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the momentum in the business and are looking forward to delivering further growth and success as a listed
company.”
Offer Highlights
- The Offer Price has been set at 165 pence per Share.
- Based on the Offer Price, the total market capitalisation of Vivo Energy at the commencement
of conditional dealings on the LSE will be approximately £1,980 million.
- The Offer comprises 332,274,959 Shares being sold by the Selling Shareholders, equating to an
offer size of £548 million and representing 27.7 per cent of Vivo Energy’s issued share capital on
Admission.
- In addition, a further 33,227,495 Shares in the Company are being made available by the Selling
Shareholders pursuant to the Over-allotment option which, if exercised in full, would increase
the offer size to £603 million, representing 365,502,454 Shares in total and 30.5 per cent of Vivo
Energy’s issued share capital on Admission.
- Immediately following Admission, the issued share capital of Vivo Energy will be 1,200,000,000
Shares.
- Based on the Offer price, if the Engen Transaction completes, the aggregate consideration
payable by the Company in relation to the Engen Transaction will be US$399 million, comprising
an issue of 123,642,322 new Shares (the “Consideration Shares”) valued at the Offer Price
and US$122 million in cash.
- Completion of the Engen Transaction is targeted for the third quarter of 2018, following
Admission. The Consideration Shares will be issued to Engen Holdings (Pty) Limited at
Completion and will be subject to a lock up of 180 days from Admission.
Admission and Dealings
- Conditional dealings in the Shares are expected to commence on the London Stock Exchange
at 8:00 am (UK time) on 4 May 2018 under the symbol “VVO”. Investors should note that only
investors who applied for, and were allocated, Shares in the Offer will be able to deal in the
Shares on a conditional basis.
- Admission to the premium listing segment of the Official List of the FCA and to trading on the
Main Market for listed securities of the LSE and to listing and trading as a secondary inward
listing on the Main Board of the JSE, and the commencement of unconditional dealings, is
expected to take place at 8.00 am (UK time) on 10 May 2018.
- Full details of the Offer will be included in the Prospectus, which is expected to be published
later today and will be available on the Company's website (http://investors.vivoenergy.com).
Further information
- In relation to the Offer and Admission, J.P. Morgan Securities plc (“J.P. Morgan”) is acting as
Joint Global Co-ordinator, Joint Bookrunner and Sponsor; Citigroup Global Markets Limited
(“Citigroup”) and Credit Suisse Securities (Europe) Limited (“Credit Suisse”) are acting as
Joint Global Co-ordinators and Joint Bookrunners; BNP Paribas (“BNP Paribas”), Rand
Merchant Bank (“RMB”), a division of FirstRand Bank Limited, and The Standard Bank of South
Africa Limited (“Standard Bank”) are acting as Joint Bookrunners. J.P. Morgan Equities South
Africa Proprietary Limited (“JPM SA”) is acting as the JSE Sponsor.
- J.P. Morgan and JPM SA as stabilising managers (the “Stabilising Managers”), have been
granted an over-allotment option by the Selling Shareholders of up to 33,227,495 Shares,
representing approximately 10% of the Offer (the “Over-allotment option”).
ENDS
Enquiries
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Vivo Energy plc +44 1234 904 026
- Rob Foyle, Head of Communications
Media Enquiries
Tulchan Communications LLP +44 20 7353 4200
- Martin Robinson, Toby Bates
Sponsor, Joint Global Co-ordinator and Joint Bookrunner
J.P. Morgan Securities plc +44 20 7742 4000
- James Janoskey, Barry Meyers, Virginia Khoo
JSE Sponsor
J.P. Morgan Equities South Africa Proprietary Limited +27 11 507 0300
- Paul H. van Zijl
Joint Global Co-ordinators and Joint Bookrunners
Citigroup Global Markets Limited +44 20 7986 4000
- Miguel Azevedo, Hamza Girach, Patrick Evans
Credit Suisse Securities (Europe) Limited +44 20 7888 8888
- Nick Koemtzopoulos, Stephane Gruffat, Chris Ennals
Joint Bookrunners
BNP Paribas +44 20 7595 2066
Rand Merchant Bank, a division of FirstRand Bank Limited +27 11 282 8000
The Standard Bank of South Africa Limited +44 20 3145 5000
Important notice
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been
approved for the purposes of section 21 of the Financial Services and Markets Act 2000 as amended (the “FSMA”) by J.P.
Morgan.
Each of Citigroup, Credit Suisse and J.P. Morgan, which are authorised by the Prudential Regulation Authority (the “PRA”)
and regulated by the FCA and the PRA in the United Kingdom, BNP Paribas, which is supervised by the European Central
Bank (the “ECB”) and the Autorité de Contrôle Prudential et de Résolution (the “ACPR”) (and its London Branch is
authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and the PRA), RMB, which is
regulated by the South African Reserve Bank (the “SARB”) and the Financial Services Board (the “FSB”), Standard Bank,
which is regulated by the SARB and JPM SA, which is regulated by the JSE (together with Citigroup, Credit Suisse, J.P. Morgan,
BNP Paribas, RMB and Standard Bank, the “Banks”), are acting exclusively for the Company and no-one else in connection
with the Offer and will not regard any other person (whether or not a recipient of this announcement) as their respective
clients 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, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
This announcement is not for publication or distribution, directly or indirectly, in or into or from 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 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 contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person
in Australia, Canada, Japan or the United States or in any jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the US
Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Subject to certain exceptions, the securities 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. The offer and sale of the securities 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. There will be no public offer
of the securities in the United States.
In member states of the European Economic Area (each, a “Relevant Member State”), this announcement and any offer
if made subsequently is addressed and directed only at persons who are “qualified investors” within the meaning of the
Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means
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Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in
a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression
“2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed
exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii)
who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any
investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone
other than such persons.
This announcement does not constitute or form a part of, any offer or invitation to sell, or issue or any solicitation of any
offer or advertisement to purchase and/or subscribe for, Shares or any other securities of the Company in South Africa,
including an offer to the public (as defined in the South African Companies Act No. 71 of 2008 (“South African Companies
Act”), as amended) for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, Shares and
will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms
of the South African Companies Act. In South Africa, this announcement is directed only at (i) selected persons falling within
one of the specified categories set out in section 96(1)(a) of the South African Companies Act or (ii) selected persons who
acquire, as principal, for Shares at a minimum aggregate acquisition price of R1 000 000, as envisaged in section 96(1)(b), of
the South African Companies Act (all such persons in (i) and (ii) being referred to as “relevant persons”), and to whom
the Offer will specifically be addressed, and only by whom the Offer will be capable of acceptance. The Offer and any other
investment activity to which this announcement relates will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act on this announcement or any of its contents. This
announcement does not, nor does it intend to, constitute a “registered prospectus” or “advertisement”, as
contemplated by the South African Companies Act and no prospectus has been, or will be, filed with the South African
Companies and Intellectual Property Commission.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the
South African Financial Advisory and Intermediary Services Act, 37 of 2002 (the “FAIS Act”), as amended and should not
be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the
Shares or in relation to the business or future investments of the Company is appropriate to the particular investment
objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a
financial services provider as such term is defined in the FAIS Act.
This announcement is an advertisement and not a prospectus and investors should not purchase any Shares referred to in
this announcement except on the basis of information in the Prospectus. Copies of the Prospectus will, following publication,
be available from the Company’s registered office at 3rd Floor, Atlas House, 173 Victoria Street, London, SW1E 5NA, United
Kingdom, the office of Bowman Gilfillan Inc at 11 Alice Lane, Sandton, Johannesburg 2196, South Africa and on the Company’s
website at http://investors.vivoenergy.com. Any purchase of Shares in the proposed Offer should be made solely on the basis
of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before
investing in the Shares, persons viewing this announcement should ensure that they fully understand and accept the risks
which will be set out in the Prospectus when published. The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. This announcement 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 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 information in this announcement is subject to change. Information in this announcement or any of the
documents relating to the Offer cannot be relied upon as a guide to future performance. The price and value of securities
may go up as well as down. Persons needing advice should contact a professional adviser.
This announcement includes forward-looking statements, which are based on current expectations and projections about
future events. These statements may include, without limitation, any statements preceded by, followed by or including words
such as “target”, “believe”, “expect”, “aim”, “intend”, “may”, “anticipate”, “estimate”, “plan”, “project”, “will”, “can have”,
“likely”, “should”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Forward-looking
statements may and often do differ materially from actual results. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the
development of its business, trends in its operating industry, and future capital expenditures and acquisitions. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any
forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating
to future events and other risks, uncertainties and assumptions relating to the Group’s business, results of operations,
financial position, prospectus, growth or strategies and the industry in which it operates. Save as required by law or by the
Listing Rules of the FCA, each of the Company, the Banks and their respective affiliates, as defined in Rule 501(b) of Regulation
D of the U.S. Securities Act 1933, as amended, (“Affiliates”) expressly disclaims any obligation or undertaking to update,
review or revise any forward-looking statement contained in this announcement whether as a result of new information,
future developments or otherwise. Forward-looking statements speak only as of the date they are made.
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The timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions.
There is no guarantee that Admission will occur and you should not base your financial decisions on the Company’s intentions
in relation to Admission at this stage. 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 such investments should consult an
authorised person specialising in advising on such investments. This announcement does not constitute a recommendation
concerning the Offer. The value of the Shares can decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the person concerned.
In connection with the Offer of the Shares, each of the Banks and any of their Affiliates, acting as investors for their own
accounts, may take up a portion of the Shares in the Offer as a principal position and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related
investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the
Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, acquisition, placing or
dealing by, the Banks and any of their Affiliates acting in such capacity. In addition, the banks and any of their Affiliates may
enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the
Banks and any of their Affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to
disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
None of the Banks nor any of their respective Affiliates or any of their respective 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 statement made or purported to be made by it, or on its behalf, in connection
with the Company, the Shares or the Offer or any other information relating to the Group 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
this announcement or its contents or otherwise arising in connection therewith. 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 which they might otherwise be found to have in respect of this announcement or any such
statement or information. 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
announcement, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether
or not to the past or future.
In connection with the Offer, J.P. Morgan and JPM SA, as “Stabilising Managers”, or any of their agents, may (but will be
under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other stabilisation transactions
with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the
open market. The Stabilising Managers are not required to enter into such transactions and such transactions may be effected
on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during
the period commencing on the date of the commencement of conditional dealings of the Shares on the LSE and the JSE and
ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Managers or any of
their agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such
stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation,
neither of the Stabilising Managers nor any of their agents intends to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Offer.
In connection with the Offer, the Stabilising Managers may, for stabilisation purposes, over-allot Shares up to a maximum of
15% of the total number of Shares comprised in the Offer. For the purposes of allowing the Stabilising Managers to cover
short positions resulting from any such overallotments and/or from sales of Shares effected by it during the stabilising period,
it is expected that the Selling Shareholders will grant the Stabilising Managers the Over-allotment Option, pursuant to which
the Stabilising Managers may purchase or procure purchasers for additional Shares at the Offer Price, which represents up
to an additional 15% of the Offer size (the “Over-allotment Shares”). The Over-allotment Option will be exercisable in
whole or in part, upon notice by the Stabilising Managers, at any time on or before the 30th calendar day after the
commencement of conditional dealings of the Shares on the LSE and the JSE. Any Over-allotment Shares made available
pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and
other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares
being issued or sold in the Offer and will form a single class for all purposes with the other Shares. Where the context so
requires, references in this announcement to the Shares include Shares purchased pursuant to the Over-allotment Option.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets
in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i)
compatible with an end target market of retail investors and investors who meet the criteria of professional clients and
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eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer
no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining
appropriate distribution channels.
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Date: 04/05/2018 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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