Wrap Text
Release of pricing statement and announcement of the offer price
BYTES TECHNOLOGY GROUP PLC
(Incorporated in the England & Wales)
(Registered number: 12935776)
Share code: BYI
ISIN: GB00BMH18Q19
("Bytes Technology Group plc" or "the Company")
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR WITHIN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION, PUBLICATION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE
UNLAWFUL.
RELEASE OF PRICING STATEMENT AND ANNOUNCEMENT OF THE OFFER PRICE
Following publication of its abridged pre-listing statement on 1 December 2020, Bytes Technology Group
plc today announces the successful pricing of the oversubscribed Initial Public Offering (the "IPO" or the
"Offer") of its Shares at 270 pence per Share (the "Offer Price"). The Offer Price values the Company at
approximately £646.6 million.
Neil Murphy, Chief Executive Officer, commented
"It gives us great pleasure to welcome our new shareholders to the business. We believe listing as a
standalone group gives us a tremendous platform to deliver on the strong growth opportunities we see in
our markets. We are delighted by the level of interest shown by potential investors and are looking forward
to this exciting next stage for Bytes Technology Group."
Offer Highlights
- The Offer Price has been set at 270 pence per Share.
- The Offer comprises 130,516,140 New Shares, representing 54.5% of the Company's issued share
capital immediately following Admission.
- The Offer will raise total gross proceeds of approximately £352.4 million.
- On the basis of the Offer Price, the market capitalisation of the Company at the commencement of
conditional dealings will be approximately £646.6 million and the issued share capital of the Company
will be 239,482,333 Shares immediately following Admission.
- The Company intends to use the entire gross proceeds it receives from the Offer to (i) pay the Demerger
Stamp Duty and IPO Expenses; and (ii) satisfy the cash amounts due to Altron and Altron Ordinary
Shareholders in connection with the Demerger. No net proceeds will be retained by the Company.
Admission and Dealings
- Conditional dealings in the Shares are expected to commence at 8.00 am (UK time) on the LSE on 11
December 2020 under the ticker "BYIT". 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 on the Main Board of the JSE by way of a secondary inward
listing and the commencement of unconditional dealings is expected to take place on the LSE at 8.00
a.m. (UK time) on 17 December 2020 and on the JSE under the symbol "BYI" at 10.00 a.m.
(Johannesburg time) on 17 December 2020.
- All dealings in the Shares before the commencement of unconditional dealings will be of no effect if
Admission does not take place and such dealings will be at the sole risk of the parties concerned.
- The pricing statement relating to the Offer will be published (subject to certain access restrictions) on
the Company's website at https://www.bytesplc.com/investors/ipo-documents.
Terms not defined herein shall have the same meaning as given to them in the Prospectus.
Johannesburg
11 December 2020
LSE Sponsor and Sole Bookrunner
Numis Securities Limited
English and US legal advisers to the Company
Travers Smith LLP
English and US legal advisers to LSE Sponsor and Sole Bookrunner
Ashurst LLP
JSE Sponsor and Financial Advisor
Rand Merchant Bank, a division of FirstRand Bank Limited
South African legal advisers to the Company
DLA Piper
South African legal advisers to LSE Sponsor and Sole Bookrunner
Edward Nathan Sonnenbergs Incorporated
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to
be full or complete. No reliance may be placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement is an advertisement and does not constitute a prospectus in connection with an offering
of securities. These materials may not be published, distributed or transmitted by any means or media,
directly or indirectly, in whole or in part, in, into or within the United States. These materials do not constitute
an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be
offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or (ii) an available exemption from registration under the Securities Act. The securities
mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered
to the public in the United States.
This announcement and the Offer is directed at: (A) if in member states of the European Economic Area
(the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus
Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, Qualified
Investors who are: (i) investment professionals having professional experience in matters relating to
investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or
(C) other persons to whom it may otherwise lawfully be communicated (all such persons ref erred to in (B)
and (C) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the
United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA, by
persons who are not Qualified Investors. Any investment or investment activity to which this announcement
relates will be available only to Relevant Persons in the United Kingdom and Qualified Investors in any
member state of the EEA other than the United Kingdom and will be engaged in only with such persons.
The announcement does not constitute an offer for the sale of or subscription for, or the solicitation of an
offer to buy and subscribe f or, securities to the public as defined in the South African Companies Act, 2008
(the "SA Companies Act") and will not be distributed to any person in South Africa in any manner which
could be construed as an offer to the public in terms of Chapter 4 of the SA Companies Act. These materials
do not, nor are they intended to, constitute a prospectus prepared and registered under the SA Companies
Act. Nothing in these materials should be viewed, or construed, as "advice" as that term is used in the
Financial Markets Act, 2012 and/or the Financial Advisory and Intermediary Services Act, 2001.
This announcement and the Offer is only addressed to and is only directed at persons in South Africa who
fall within one of the categories listed in section 96(1)(a) and/or (b) of the SA Companies Act.
Any offer and sale of the Shares in Canada will be made on a private placement basis only and will be
exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian
securities laws. No offer and sale of Shares is or will be made in Canada, except to persons: (a) in the
provinces of Ontario, Québec, Alberta or British Columbia; (b) who are a "accredited investor" within the
meaning of Section 1.1 of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and
is either purchasing the Shares as principal for its own account, or is deemed to be purchasing the Shares
as principal for its own account in accordance with applicable Canadian securities laws, for investment only
and not with a view to resale or redistribution; (c) not created or used solely to purchase or hold the Shares
as an accredited investor under NI 45-106; (d) who are a "permitted client" within the meaning of National
Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations of the
Canadian Securities Administrators; and (e) entitled under applicable Canadian securities laws to purchase
the Shares without the benefit of a prospectus under such securities laws.
This announcement may include 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may",
"will" or "should" or, in each case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or intentions. Forward -looking statements
may and often do differ materially from actual results. Any forward-looking statements reflect Altron'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 Altron and/or Bytes Technology Group plc's business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward -looking statements speak
only as of the date they are made. No representation or warranty is made that any forward -looking
statement will come to pass.
The Bytes Group may decide not to go ahead with the IPO and there is therefore no guarantee that
Admission will occur. You should not base your financial decision on this announcement or on the
Company's intentions in relation to Admission at this stage. Acquiring securities to which this announcement
relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering
making 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 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.
Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or
legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual
circumstances; or (iii) a personal recommendation to you.
Neither Numis nor any of its affiliates nor any of its or its affiliates' 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 f rom the announcement) or any other information relating to the
Bytes Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made
available or f or any loss howsoever arising f rom any use of the announcement or its contents or otherwise
arising in connection therewith.
Numis is acting exclusively for the Company and no one else in connection with the Offer. Numis will not
regard any other person as its client in relation to the Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients, nor for providing advice in relation to the
Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Numis is authorised and regulated by the FCA in the United Kingdom.
Date: 11-12-2020 09:37:00
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