THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
11 November 2020
Results of secondary placing in Impax Asset Management Group Plc
Further to the announcement on 10 November 2020 in relation to a proposed placing of ordinary shares in Impax Asset Management Group PLC ("Impax" or the "Company") by BNP Paribas Asset Management Holding S.A. ("BNPP AM" or the "Seller"), BNPP AM has sold 13,661,888 ordinary shares in the Company (the "Placing Shares") at a price of 510 pence per share (the "Placing"). The Placing Shares represent approximately 10.5 per cent of the Company's issued share capital.
The Placing was conducted through an accelerated bookbuild. BNP PARIBAS ("BNP Paribas") and Peel Hunt LLP ("Peel Hunt") acted as joint global co-ordinators and joint bookrunners in relation to the Placing (together the "Joint Bookrunners"). The trade date for the Placing is 11 November 2020 and settlement is expected to occur on 13 November 2020 on a T+2 basis.
Following completion of the Placing, BNPP AM will continue to hold 18,258,112 ordinary shares in Impax, representing approximately 14 per cent of the issued share capital of the Company. BNPP AM continues to be supportive of Impax and has recently updated the arrangements under which they provide marketing, introduction and other distribution services to Impax while Impax has the exclusive delegation for the management of five of BNPP AM's listed equity investment strategies focused on investing in environmental solutions. As a result of this arrangement, BNPP AM and Impax have reinforced their existing business partnership for a minimum of four years. Sustainability is at the core of BNPP AM's strategy and the firm is committed to thematic fund investing, a segment which is growing at a rapid pace. The remaining Ordinary Shares held by the Seller will be subject to a 180-day lock-up, which is subject to certain exceptions and may otherwise only be waived with the consent of the Joint Bookrunners.
Impax is not a party to the Placing and will not receive any proceeds from the Placing.
For further information, please contact:
Jolyon Luke / Paul Frankfurt / Andrew Forrester / Rasvi Ahmed +44 (0)20 7595 2000
Jock Maxwell Macdonald / Sohail Akbar / James Britton / Rishi Shah +44 (0)207 478 8900
No action has been taken by BNPP AM, BNP Paribas, Peel Hunt or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by BNP Paribas, Peel Hunt or by any of their respective affiliates, directors, officers, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. No reliance may be placed, for any purposes whatsoever, on the information contained in the announcement or on its completeness and this announcement should not be considered a recommendation by BNPP AM, BNP Paribas, Peel Hunt or by any of their respective affiliates, directors, officers, employees, advisers or agents in relation to any purchase of securities in Impax. Any investment decision to participate in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by any of, BNPP AM, BNP Paribas, Peel Hunt or any of their respective affiliates, directors, officers, employees, advisers or agents.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and my only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by BNPP AM, BNP Paribas, Peel Hunt or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by BNPP AM, BNP Paribas, Peel Hunt to inform themselves about and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "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) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing 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; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities referred to herein may decline and investors could lose all or part of their investment; the securities referred to herein offer no guaranteed income and no capital protection; and an investment in the securities referred to herein is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, BNP Paribas and Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the securities referred to herein. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.
This document 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 "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that any forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on such forward-looking statements as a prediction of actual results or otherwise.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance.
BNP Paribas is supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (and its London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority). Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Each of BNP Paribas and Peel Hunt and any of their respective affiliates is acting exclusively for BNPP AM and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. BNP Paribas and Peel hunt and their respective affiliates will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any placee) other than BNPP AM for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
In connection with the Placing, each of BNP Paribas and Peel Hunt and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, BNP Paribas and Peel Hunt and any of their affiliates acting in such capacity. In addition, BNP Paribas and Peel Hunt and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the BNP Paribas and Peel Hunt and any of their respective affiliates may from time to time acquire, hold or dispose of shares. BNP Paribas and Peel Hunt do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In addition, in the event that BNP Paribas and Peel Hunt or any of their respective affiliates acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, BNP Paribas and Peel Hunt or any of their respective affiliates do not propose to make any public disclosure in relation to such transactions. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement. The Placing Shares to be sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.