NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
5 June 2013
Intended Sale of MoneySupermarket.com Group PLC shares by Founder Simon Nixon
Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Citigroup Global Markets Limited ("Citi") announce that Simon Nixon intends to offer for sale up to 80,000,000 existing ordinary 0.02 pence shares of MoneySupermarket.com Group PLC (the "Company" or "MoneySupermarket"), representing up to approximately 14.8% of the issued share capital of the Company (the "Placing").
On 11 April 2013, the Company announced that Simon Nixon's role has changed from Executive Deputy Chairman to Non-Executive Deputy Chairman. In line with this change in role, the Placing will allow Simon Nixon to diversify his personal holdings, and represents his first substantial share disposal since the Company's IPO in July 2007. The placing will increase liquidity in the Company's shares and help to normalise its shareholding structure.
Following completion of the Placing, Simon Nixon will be subject to a lock-up of 9 months in respect of his remaining shareholding in the Company (subject to customary exceptions).
Separately, it is noted that MoneySupermarket has today announced a special interim dividend of 12.92 pence per ordinary share. Buyers through the Placing will be eligible to receive the special interim dividend. The ex-dividend date for the special interim dividend is 12 June 2013, with a record date of 14 June 2013 and a payment date of 26 July 2013.
The Placing will take place via an accelerated bookbuild. Credit Suisse and Citi have been appointed as joint bookrunners in respect of the Placing.
The books for the Placing will open with immediate effect. The timing of the closing of the books will be at the absolute discretion of Credit Suisse, Citi and Simon Nixon.
For further information, please contact:
Tel: +44 (0)20 7888 8888
Tel: +44 (0)20 7986 4000
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.
The shares have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any State or other jurisdiction of the United States. There will be no public offering of securities in the United States or elsewhere.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by Simon Nixon, Credit Suisse, Citi, or any of their respective affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Credit Suisse and Citi to inform themselves about and to observe any such restrictions.
Credit Suisse and Citi are acting for Simon Nixon only in connection with the Placing, and no one else, and will not be responsible to anyone other than to Simon Nixon for providing the protections offered to clients of Credit Suisse or Citi nor for providing advice in relation to the Placing. Each of Credit Suisse and Citi is authorised by the Financial Conduct Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.