Bridgepoint Group
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This document comprises a prospectus (the “Prospectus”) for the purposes of Article 3 of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) relating to Bridgepoint Group plc (the “Company”) prepared in accordance with 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, “FSMA”) (the “Prospectus Regulation Rules”). This Prospectus has been filed with and approved by the FCA as a competent authority under the UK Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. 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 Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. Application will be made to the FCA for all of the shares of the Company (the “Shares”), issued and to be issued in connection with the Offer, to be admitted to the premium listing segment of the Official List of the FCA (the “Official List”) and to London Stock Exchange plc (the “London Stock Exchange”) for all of the Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”). Admission to trading on the London Stock Exchange’s main market for listed securities constitutes admission to trading on a regulated market. Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 a.m. on 21 July 2021. It is expected that Admission will become effective, and that unconditional dealings will commence on the London Stock Exchange, at 8.00 a.m. on 26 July 2021. All dealings in Shares prior to the commencement of unconditional dealings will be on a “when issued” basis and will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. No application has been, or is currently intended to be, made for the Shares to be admitted to listing or trading on any other stock exchange. The Directors, whose names appear on page 103 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company, the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import. Prospective investors should read the whole of this Prospectus. In particular, your attention is drawn to the risk factors described in Part II (Risk Factors) of this Prospectus for a discussion of certain factors that should be considered in connection with an investment in the Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if one or more of the risks described in this Prospectus were to occur, investors may find their investment materially adversely affected. Bridgepoint Group plc (incorporated in England and Wales under the Companies Act 2006 with registered number 11443992) Offer of 225,426,342 Shares (comprising 85,714,286 New Shares and 139,712,056 Existing Shares) at an Offer Price of 350 pence per Share and admission to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange Sponsor, Joint Global Coordinator and Joint Bookrunner Joint Global Coordinator and Joint Bookrunner J.P. Morgan Cazenove Morgan Stanley Joint Bookrunners BNP PARIBAS BofA Securities Citigroup Financial Adviser Moelis & Company Issued ordinary share capital immediately following Admission of 823,268,774 Shares of £0.00005 nominal value Pursuant to the terms of the Offer, the Company is offering 85,714,286 New Shares (representing 10.4 per cent of the issued Shares on Admission) which will raise estimated net proceeds for the Company of £271 million and the Selling Shareholders are selling 139,712,056 Existing Shares in aggregate (representing 17 per cent of the issued Shares on Admission) which will raise estimated net proceeds, in aggregate, for the Selling Shareholders of £477 million. This assumes no exercise of the Over-allotment Option. In addition, up to a further 33,813,951 Existing Shares (representing 15 per cent of the total number of Shares included in the Offer) may be made available, in aggregate, by the Selling Shareholders pursuant to the Over-allotment Option. The Company will not receive any of the proceeds from the sale of Existing Shares. The New Shares to be issued pursuant to the Offer will, following Admission, rank pari passu in all respects with each other and with the Existing Shares (including with respect to pre-emption rights) and they will form a single class with the Existing Shares for all purposes, including with respect to voting and for all dividends and distributions thereafter declared, made or paid on the ordinary share capital of the Company (including a share in the liquidation proceeds in the case of a liquidation of the Company). Prospective investors should only rely on the information contained in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised. In particular, the contents of the Group’s website do not form part of this Prospectus and prospective investors should not rely on them. The Company will comply with its obligations to publish a supplementary prospectus pursuant to Article 23 of the UK Prospectus Regulation and Rule 3.4 of the Prospectus Regulation Rules containing further updated information required by law or by any regulatory authority, but, except as required by any other applicable law, assumes no further obligation to publish additional information. Without prejudice to any 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 Prospectus nor Admission nor any subsequent subscription or sale shall, under any circumstances, create any implication that there has been no change in the affairs of the Group set out in this Prospectus or that the information in it is correct as of any date subsequent to the date of this Prospectus. None of the Company, the Directors, the Underwriters, the Sponsor, the Selling Shareholders, the Financial Adviser (each as defined below) or any of their respective affiliates or representatives are making any representation to any prospective investor in the Shares regarding the legality of an investment in the Shares by any such prospective investor under the laws applicable to any such prospective investor. The contents of this Prospectus should not be construed as legal, financial or tax advice. Each prospective investor should consult their own legal, financial or tax adviser for legal, financial or tax advice in relation to an investment in the Shares. Prior to making any decision as to whether to invest in the Shares, prospective investors should read this Prospectus in its entirety. In making an investment decision, each prospective investor must rely on their own examination, analysis and enquiry of the Company, the Shares and the terms of the Offer, including the merits and risks involved. Prospective investors also acknowledge that: (i) they have not relied on any of the Underwriters, Sponsor, the Selling Shareholders or the Financial Adviser, or any person affiliated with the Underwriters, Sponsor, the Selling Shareholders or the Financial Adviser in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; (ii) they have relied only on the information contained in this Prospectus; and (iii) no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Underwriters, the Sponsor, the Selling Shareholders or the Financial Adviser. Apart from the responsibilities, if any, which may be imposed on any of the Underwriters, the Sponsor or the Financial Adviser by FSMA or the regulatory regime established thereunder to the extent the exclusion of responsibility under the relevant regulatory regime would be illegal, void or unenforceable, none of the Underwriters, the Sponsor, the Financial Adviser, nor any of their respective affiliates accept any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the accuracy, completeness or verification of the contents of this Prospectus or for 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, and nothing in this Prospectus should be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Underwriters, Sponsor and Financial Adviser and their respective affiliates accordingly disclaims any and all responsibility or liability for its accuracy, completeness or verification, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement. i Each of J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P.