Moments That Matter, Every Day. Moonpig Group Plc Prospectus: February 2021 Prospectus: February 2021
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Moments that matter, every day. Moonpig Group plc Prospectus: February 2021 February plc Prospectus: Moonpig Group Prospectus: February 2021 Moonpig Group plc 10 Back Hill London EC1R 5EN This document comprises a prospectus (the “Prospectus”) relating to Moonpig Group plc (the “Company”) prepared in accordance with the prospectus regulation rules (the “Prospectus Regulation Rules”) of the Financial Conduct Authority (the “FCA”) made under Section 73A of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”). This document has been approved as a prospectus by the FCA as competent authority under the UK version of Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus Regulation”). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation in respect of a prospectus. Such approval should not be considered as an endorsement of the Company that is, or the quality of the securities that are, the subject of this document. Investors should make their own assessment as to the suitability of investing in the securities. The Prospectus will be made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. Capitalised terms used in this document which are not otherwise defined have the meanings given to them in the section headed “Glossary”. Application will be made to the FCA for all of the ordinary shares of GBP 0.10 each in the capital of the Company (the “Ordinary Shares”) to be admitted to the premium listing segment of the Official List maintained by the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for all such Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (the “Main Market”) (together, “Admission”). Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange at 8:00 a.m. (London time) on 2 February 2021. It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares on the London Stock Exchange will commence at 8:00 a.m. (London time) on 5 February 2021 (the “Closing Date”) (or such later time and/or date as the Company and the Joint Global Coordinators may agree). All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a “when issued” basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Ordinary Shares to be admitted to listing or trading on any other stock exchange. Prior to the Global Offering, there has been no public market for the Ordinary Shares. The Company and its directors, whose names appear on page 44 of this document (the “Directors”), accept responsibility for the information contained in this document and declare that, to the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. Prospective investors should read the whole of this document, including the section headed “Risk Factors” beginning on page 13, for a discussion of certain risks and other factors that should be considered in connection with an investment in the Ordinary Shares. The Ordinary Shares are only being offered, and this document is only being distributed, to those eligible investors who are permitted to purchase, Ordinary Shares under applicable law as set out in this document. Moonpig Group plc (Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 13096622) Global Offering of 140,355,981 Ordinary Shares at an Offer Price of 350 pence per Ordinary Share and admission to listing on the premium listing segment of the Official List maintained by the FCA and to trading on the Main Market of the London Stock Exchange. 134,641,695 Ordinary Shares (the “Sale Shares”) are being offered by the entities and individuals listed within the table in “The Global Offering—Selling Shareholders” (the “Selling Shareholders”) and 5,714,286 Ordinary Shares (the “Subscription Shares” and, together with the Sale Shares, the “Offer Shares”) are being offered by the Company in this global offering (the “Global Offering”). The Global Offering includes 140,355,981 Ordinary Shares and, if the Over-allotment Option (as defined below) is exercised, up to 14,035,599 additional Ordinary Shares to be sold by the Principal Selling Shareholders (the “Over-allotment Shareholders”). The Over-allotment Shareholders have granted J.P. Morgan Securities plc (which conducts its investment banking activities as J.P. Morgan Cazenove (the “Stabilising Manager”)) an over- allotment option (the “Over-allotment Option”) to purchase up to a maximum of 10% of the total number of Offer Shares (before exercise of the Over-allotment Option) during the period commencing on the date of commencement of conditional dealings of the shares on the London Stock Exchange and ending no later than 30 calendar days thereafter at the initial offering price (the “Offer Price”) to cover over- allotments, if any, made in connection with the Global Offering and to cover any short positions resulting from stabilisation transactions. The Global Offering comprises an offering of Ordinary Shares: (a) in the United States to qualified institutional buyers (each a “QIB”) as defined in, and in reliance on, Rule 144A (“Rule 144A”) under the US Securities Act of 1933 (the “US Securities Act”); and (b) outside the United States to institutional investors in reliance on Regulation S (“Regulation S”) under the US Securities Act. The Ordinary Shares have not been and will not be registered under the US Securities Act and, subject to certain limited exceptions, may not be offered or sold within the United States. The Ordinary Shares are being offered and sold outside the United States in reliance on Regulation S and within the United States only to QIBs in reliance on Rule 144A, or another exemption from, or in a transaction not subject to, the registration requirement of the US Securities Act. Sponsor, Joint Global Coordinator and Joint Bookrunner Joint Global Coordinator and Joint Bookrunner Citigroup J.P. Morgan Cazenove Joint Bookrunners HSBC Jefferies Numis ISSUED ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION Issued and fully paid Ordinary Shares of Number Nominal value GBP 0.10 each 342,112,913 GBP 34,211,291.30 This document 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 securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful. Recipients of this document are authorised solely to use this document for the purpose of considering the acquisition of the Ordinary Shares, and may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering an investment in the Ordinary Shares. Such recipients of this document agree to the foregoing by accepting delivery of this document. Prior to making any decision as to whether to invest in the Ordinary Shares, prospective investors should read this document in its entirety and, in particular, the section headed “Risk Factors” when considering an investment in the Company. In making an investment decision, each investor must rely on its own examination, analysis and enquiry of the Company, its subsidiaries (together with Company, the “Group”), and the terms of the Global Offering, including the merits and risks involved. The investors also acknowledge that: (a) they have not relied on the Banks (as defined below) or any person affiliated with the Banks in connection with any investigation of the accuracy of any information contained in this document or their investment decision; and (b) they have relied only on the information contained in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised by the Company, the Banks. Without prejudice to any legal or regulatory obligation of the Company to publish a supplementary prospectus pursuant to Article 23 of the UK Prospectus Regulation and Rule 3.4 of the Prospectus Regulation Rules, neither the delivery of this document nor any sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time. The Group will not receive any of the proceeds from the sale of the Sale Shares, all of which will be paid to the Selling Shareholders or to such third parties as they may direct on its behalf. None of the Company, the Banks or any of their respective representatives is making any representation to any prospective investor in the Ordinary Shares regarding the legality of an investment in the Ordinary Shares by such prospective investor under the laws applicable to such prospective investor. The contents of the Prospectus should not be construed as legal, financial or tax advice.