NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL
This announcement is an advertisement and not a prospectus. It does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any securities. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus published by AO World plc in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchange plc's Main Market for listed securities.
FOR IMMEDIATE RELEASE
26 February 2014
AO World plc
Publication of Prospectus
Further to the pricing announcement published earlier today in connection with the initial public offering ("IPO" or "Offer") of AO World plc (the "Company" or "AO"), AO confirms that its prospectus dated 26 February 2014 (the "Prospectus") has been approved by the UK Listing Authority.
The Prospectus relates to the admission of the Company's ordinary shares to the premium listing segment of the Official List of the UK Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc.
Further details of the Company's proposed IPO are set out in the Prospectus, which will shortly be available on the Company's website (www.ao.com) or can be inspected at its registered office: Unit 5A, The Parklands, Lostock, Bolton, BL6 4SD.
A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
AO World plc
+44 (0)12 0467 2405
Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors
+44 (0)20 7029 8000
J.P. Morgan Cazenove
+44 (0)20 7742 7000
+44(0)20 7260 1000
+44(0)16 1827 3800/+44(0)20 7280 5000
+44 (0)20 7457 2020
This announcement 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 shares or other securities to any person in the United States or any other jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into any contract or commitment whatsoever. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Ordinary Shares have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, delivered, distributed or transferred directly or indirectly, into or within 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 any applicable 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.
The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of securities in Australia, Canada, Japan or South Africa or elsewhere.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other 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 available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
Any purchase or subscription of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus to be issued by AO in connection with the Offer. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change and does not purport to be full or complete. Neither AO nor the Banks undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of AO to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
Jefferies and Numis, each of which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, and J.P. Morgan Cazenove and Rothschild, each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and PRA in the United Kingdom, are acting exclusively for AO and no one else in connection with the Offer and will not regard any other person as their respective client in relation to the Offer and will not be responsible to anyone other than AO for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.