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Admission to trading on the London Stock Exchange and Johannesburg Stock Exchange
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”) published by Vivo Energy plc (the
“Company”) in connection with the admission of its ordinary shares (the “Shares”) to the premium listing segment of the Official
List of the Financial Conduct Authority (the “FCA”) and to trading on the Main Market for listed securities of London Stock Exchange
plc (the “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 are 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.
10 May 2018
Vivo Energy plc
Vivo Energy announces admission to trading on the London Stock
Exchange and Johannesburg Stock Exchange
Further to its announcement on 4 May 2018 in connection with its initial public offering (the
“Offer”), the Company is pleased to announce that its entire ordinary share capital of 1,200,000,000
Shares has today been admitted 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 under the ticker “VVO”, and to listing and
trading as a secondary inward listing on the Main Board of the securities exchange operated by the
JSE under the abbreviated name “VIVO” and symbol “VVO”.
A further application has been made for the Admission of 1,798,866 Shares in connection with the
subscription for Shares by certain of the directors of the Company. Admission of these Shares is
expected to occur at 8.00 a.m. (UK time) on 11 May 2018.
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
- James Janoskey, Barry Meyers, Virginia Khoo
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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
Each of Citigroup Global Markets Limited (“Citigroup”), Credit Suisse Securities (Europe) Limited (“Credit Suisse”) and
J.P. Morgan Securities plc (which conducts its United Kingdom investment banking activities as J.P. Morgan Cazenove) (“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 (“BNP Paribas”), which is supervised by the European Central Bank (the
“ECB”) and the Autorité de Contrôle Prudentiel 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), Rand Merchant Bank, a
division of FirstRand Bank Limited (“RMB”), which is regulated by the South African Reserve Bank (the “SARB”) and the
Financial Services Board (the “FSB”), The Standard Bank of South Africa Limited (“Standard Bank”), which is regulated
by the SARB and J.P. Morgan Equities South Africa Proprietary Limited (“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
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
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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 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 are 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 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.
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, as defined in Rule 501(b) of
Regulation D of the U.S. Securities Act 1933, as amended, (“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
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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.
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
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: 10/05/2018 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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