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J.P. Morgan Sec PLC - Proposed Placing in Hikma Pharmaceuticals PLC

RNS Number : 7059Q
J.P. Morgan Securities PLC.
22 June 2020
 

Press release, 22nd June 2020

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM AN OFFER OR THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

Proposed Placing of approximately 28 million ordinary shares in Hikma Pharmaceuticals PLC ("Hikma" or the "Company")

 

Boehringer Ingelheim Invest GmbH ("Boehringer Ingelheim") today announces its intention to sell up to approximately 28 million ordinary shares (the "Placing Shares") in Hikma. The Placing Shares will be offered by way of an accelerated bookbuild offering (the "Bookbuild") to institutional investors only (the "Placing").

 

Concurrently with the Placing, Hikma has committed to buy back from Boehringer Ingelheim such number of ordinary shares (the "Buy Back Shares") as does not exceed an aggregate value of £295m (being an amount approximately equal to 4.99% of the aggregate market value of all the Shares of the Company at the close of business on 22nd June 2020, less the value of the commitment fee described below) (the "Buy Back"). The purchase price for each of the Buy Back Shares will be equal to the sale price for each of the Placing Shares (the "Buy Back Price"). The Buy Back Price is subject to the price limit set out below. Hikma has separately today entered into an agreement with Boehringer Ingelheim pursuant to which Hikma will receive a commitment fee of 2 per cent. of the aggregate value of the Buy Back Shares acquired at the Buy Back Price (the "Commitment Fee"). Citigroup Global Markets Limited ("Citi") will act as riskless principal for the purpose of the Buy Back.

 

The Buy Back is subject to the satisfaction of a number of conditions, including the successful pricing of the Placing and provided that the price payable by Hikma for the Buy Back Shares does not exceed a per share amount equal to £24.71, which, net of the 2% commitment fee, is equal to approximately £24.22, being the average closing price of the five business days preceding today's date. If the Placing Price is within the pricing limits that apply to the Buy Back Price, the Placing cannot proceed unless the Buy Back proceeds.

 

As of today, Boehringer Ingelheim owns 40 million ordinary shares in Hikma, representing approximately 16.4 per cent. of the issued ordinary share capital and voting rights in the Company. Following the successful completion of the Placing and the Buy Back, Boehringer Ingelheim would no longer hold any shares in the Company.

 

Boehringer Ingelheim is a related party of Hikma for the purposes of the Listing Rules by virtue of its approximately 16.4 per cent. shareholding in Hikma. The Buy Back by Hikma and the associated payment of the Commitment Fee by Boehringer Ingelheim constitute a smaller related party transaction falling within LR 11.1.10R(1) and this announcement is therefore made in accordance with LR11.1.10R(2)(c).  The aggregate amount of the Buy Back and the commitment fee cannot be higher than approximately £301m.

 

The Bookbuild will commence immediately following the publication of this announcement and may be closed at short notice. A further announcement will be made following completion of the Bookbuild, which will contain the number of Placing Shares and the gross proceeds from the Placing. Boehringer Ingelheim reserves the right, at its discretion, to determine and vary the number of Placing Shares sold in the Placing, or sell no Placing Shares at all.

 

Boehringer Ingelheim has engaged Citi and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), as bookrunners (the "Joint Bookrunners") in connection with the Placing.

 

Rothschild & Cie ("Rothschild & Co") is acting as financial adviser to Boehringer Ingelheim on the Placing.

 

The Company will not receive any proceeds from the Placing.

 

Enquiries

 

Citi, Joint Bookrunner                                                                              +44 (0) 20 7986 4000

Suneel Hargunani

Andrew Seaton

Robert Way

 

J.P. Morgan Cazenove, Joint Bookrunner                                             +44 (0) 20 7742 4000

Alex Watkins

Tobias Heilmaier

 

Rothschild & Co, Financial Adviser                                                        +44 (0) 20 7280 5000

Cyrille Harfouche

Adam Young

Chris Hawley

 

IMPORTANT NOTICE

This announcement is restricted and is not for publication, distribution or release, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia and collectively, the "United States"), Canada, Australia, Japan, South Africa or any other jurisdiction where such publication, distribution or release would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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. No action has been taken by Boehringer Ingelheim, Citi and J.P. Morgan Cazenove or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan, South Africa or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 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, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.

Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors") and, to the extent applicable, any funds on behalf of which such a person is subscribing for and acquiring the Placing Shares and that are located in a Relevant Member State and are themselves a Qualified Investor. For these purposes, "Prospectus Regulation" means Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979). In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

The Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction in which such activities would be unlawful.

No prospectus or offering document has been or will be prepared in connection with the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) which may be associated with an investment in Hikma or its shares. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Hikma and Hikma' shares. Such information has not been independently verified, and Boehringer Ingelheim, Citi and J.P. Morgan Cazenove (together, the "Managers") and their respective affiliates are not responsible, and expressly disclaim any liability, for such information. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Persons needing advice should consult an independent financial adviser.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

In connection with the Placing, each of the Managers or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such Placing Shares and other securities of Hikma or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers 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.

 

Citi and J.P. Morgan Cazenove, which are authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, are acting for Boehringer Ingelheim  as joint bookrunners only in connection with the Placing and no one else, and will not be responsible to anyone (including any Placees) other than Boehringer Ingelheim for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to in this announcement.

 

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

 

This announcement includes 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 and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise. The Company, Boehringer Ingelheim and the Managers each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.

 

Rothschild & Co is acting for Boehringer Ingelheim only in connection with the Placing and no one else, and will not be responsible to anyone other than Boehringer Ingelheim for providing the protections offered to clients the Managers nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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