Wrap Text
Stabilisation Notice
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
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
Stabilisation Notice
Vivo Energy plc hereby gives notice that the entities undertaking stabilisation (the “Stabilising
Managers”) named below may stabilise the offer of the following securities in accordance with
Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation
(EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the securities during
the stabilisation period. Stabilisation may not necessarily occur and it may cease at any time.
The securities:
Issuer: Vivo Energy plc
Shares: Ordinary Shares of US$1.50 each (ISIN: GB00BDGT2M75)
Offering size: 332,274,959 Shares excluding over-allotment option
Offer price: 165 pence / ZAR 28.29 per Share
Stabilisation:
Stabilising Managers (and J.P. Morgan Securities plc, 25 Bank Street, London, E14 5JP,
1
central point within the United Kingdom
meaning of Commission
Delegated Regulation J.P. Morgan Equities South Africa Proprietary Limited, 1 Fricker
2016/1052): Road, Illovo, Sandton, 2196, South Africa
Beginning of the stabilisation 4 May 2018
period:
Stabilisation period to end no 2 June 2018
later than:
Trading venue where London Stock Exchange / Johannesburg Stock Exchange
stabilisation may be
undertaken:
Over-allotment Option:
Terms: For the purposes of allowing the Stabilising Managers to cover
short positions resulting from any over-allotments and/or from
sales of Shares effected by them during the stabilisation period,
the Stabilising Managers have been granted an Over-allotment
Option, pursuant to which the Stabilising Managers may purchase
or procure purchasers for additional Shares at the Offer Price.
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 London Stock Exchange.
Any Over-allotment Shares made available pursuant to the Over-
allotment Option will be purchased on the same terms and
conditions as the Shares being sold in the Offer.
Number of shares covered by 33,227,495 Shares
Over-allotment Option
Duration: The Over-allotment Option may be exercised at any time during
the stabilisation period.
ENDS
Enquiries
Vivo Energy plc
- Rob Foyle, Head of Communications +44 1234 904 026
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
2
- 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
Disclaimer
In connection with the offer of the above securities, the Stabilising Managers may over-allot the securities or effect
transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Managers will take any stabilisation action and any stabilisation
action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be
conducted in accordance with all applicable laws and rules.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe
for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of the United States of America and the District of Columbia)
(the "United States"), Australia, Canada, Japan or any other jurisdiction where such release, publication or distribution
would be unlawful. This announcement does not contain or constitute, or form part of, an offer to sell, or a solicitation of
an offer to purchase, any securities in the United States, Australia, Canada, Japan or any other jurisdiction where such an
offer would be unlawful.
The securities of the Issuer have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities
referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject
to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen
of Australia, Canada or Japan. The release, publication or distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this announcement comes should inform themselves about, and
observe, such restrictions.
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 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
3
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.
4
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').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
