13 May 2014
Atlas Mara Co-Nvest Limited Announces
Proposed Placing of 36,500,000 Ordinary Shares
Atlas Mara Co-Nvest Limited ("Atlas Mara") today announces it intends to commence a private placement of 36,500,000 new ordinary shares in Atlas Mara (the "Offer Shares") at an issue price of $11.00 per Offer Share (the "Issue Price") to raise approximately US$400 million (the "Offer").
Atlas Mara would use the net proceeds from such an Offer to support growth of ABC Holdings Limited ("BancABC"), for future acquisitions and bolt-on opportunities, and for general corporate purposes. The Issue Price would represent a discount of 3.5% to the closing price of Atlas Mara's ordinary shares on 31 March 2014.
It is expected that such an Offer would close immediately following the closing of the previously announced acquisitions of controlling interests in each of BancABC and ADC African Development Corporation AG (together, the "Acquisitions").
Following announcement of the Acquisitions on 31 March 2014, as the Acquisitions will be treated as a reverse takeover under the Listing Rules, Atlas Mara's ordinary shares and warrants were halted from trading on the London Stock Exchange and will remain halted until the Acquisitions close and Atlas Mara has published a prospectus in connection with the readmission of such ordinary shares and warrants. Atlas Mara estimates that the transactions will close on or about the end of July 2014.
Existing qualifying ordinary shareholders will be given allocation preferences pro rata to the existing ordinary shares held by that shareholder. Any unallocated Offer Shares may be placed with other qualified investors.
Further details of and the terms and conditions of any Offer will be contained in an offer document (the "Offer Document") which will be sent to qualifying investors who are not in an excluded jurisdiction. The Offer Document will describe all applicable qualifications that must be complied with to accept the Offer.
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Atlas Mara was formed by Bob Diamond, Founder and Chief Executive Officer of Atlas Merchant Capital LLC and Ashish J Thakkar, Founder of Mara Group Holdings Limited, and listed on the main market of the London Stock Exchange in December 2013.
The stated strategy of the Company is that following an acquisition, it will operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions.
The Directors believe that there are significant gaps in the market today including the need for capital created by European financial institutions retreating to their home territories due to the sovereign debt crisis and the Basel III regulatory framework at a critical time for growth in Africa. This situation presents opportunities for Atlas Mara to create a financial institution that provides leadership, liquidity, access to investors, product innovation, and technology to support economic growth and strengthen financial systems in Africa.
Important Notices / Disclaimer
This announcement is not for release, publication or distribution in whole or in part in or into the Australia, Canada and Japan or any other jurisdiction where it is unlawful to distribute this document. The ordinary shares to be issued in connection with the Offer (as defined below) may not be offered or sold in the United States absent an exemption therefrom.
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.
The Offer Document will, when issued, contain important information which must be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the action you should take, it is recommended that you seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose ordinary shares are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to accept the Offer. The distribution of this document in certain jurisdictions may be restricted by law (see "Offer and Distribution Restrictions" below). Neither Atlas Mara nor any of its directors, officers, employees, agents or affiliates makes any recommendation as to whether holders of ordinary shares should accept the Offer.
Offer and Distribution Restrictions
Neither this announcement nor the Offer Document constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer Document in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Offer Document comes are required to inform themselves about, and to observe, any such restrictions.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Offer.
The ordinary shares to be offered have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), nor have they been registered or qualified under the securities laws of any state of the United States or of any other jurisdiction in reliance on exemptions from the registration and qualification requirements of such laws. Participation in the Offer will be limited to existing Ordinary Shareholders who meet the investor qualifications described in the Offer Document. It is expected that the investment in the ordinary shares pursuant to the Offer will be exempt from registration under the Securities Act pursuant to an exemption from registration contained in Section 4(2) of the Securities Act and under Regulation D promulgated under the Securities Act.
European Economic Area and United Kingdom
This announcement is for information purposes only and the Offer will only be addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, and amendments thereto).
In addition, in the United Kingdom, the announcement is only directed at persons who (i) are investment professionals within the meaning of 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 or (iii) it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. The ordinary shares will only be available to, and any investment or investment activity to which the Offer Document relates will be available only to, relevant persons and will be engaged in only with relevant persons.
Neither this announcement nor the Offer Document constitutes an offer to buy or the solicitation of an offer to sell Ordinary Shares, and acceptances of the Offer will not be accepted from Ordinary Shareholders or investors in any jurisdictions in which such offer or solicitation is unlawful.
"Qualifying Shareholders" will be those shareholders on the register of members at the record date set for any offer who are not in an excluded jurisdiction and also will be able to give certain representations and warranties to the Company regarding their status for securities laws purposes. Any acceptance of the Offer from an Ordinary Shareholder that is unable to make these representations will not be accepted. An "excluded jurisdiction" will include any jurisdiction where the extension and availability of the Offer would breach any applicable law.
This announcement contains forward-looking statements, including, but not limited to, statements regarding the completion and timing of the private placement and Atlas Mara's planned use of any proceeds from the private placement. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, market and other general economic conditions, Atlas Mara's and the purchasers' ability to satisfy the conditions required to close the private placement and Atlas Mara's perception of future availability of equity or debt financing needed to fund its growing business. These forward-looking statements are made as of the date of this announcement and Atlas Mara assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ from those projected in such forward-looking statements. Prospective investors should review the information set forth in the private placement memorandum and refer to the risk factors set forth therein.