Following the announcement by DNEG Limited on 15 October 2019 regarding the publication of a Registration Document, DNEG has confirmed its intention to proceed with an initial public offering (the “IPO” or the “Offer”) of its ordinary shares (“the Shares”) and certain details of the Offer. The Company intends to apply for admission of its Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities (together, “Admission”).
The final offer price in respect of the Offer (the “Offer Price”) will be determined following a book-building process, with Admission currently expected to occur in November 2019.
CONFIRMATION OF OFFER DETAILS
· The Offer will be comprised of new Shares to be issued by the Company (to raise expected gross proceeds of £150 million) and of existing Shares expected to be sold by certain existing shareholders, directors and employees of the Company (together, the “Offer Shares”).
· The Offer is expected to:
o Support DNEG’s growth plans by increasing the public profile of the Company
o Provide access to a wider range of capital-raising options
o Improve DNEG’s ability to recruit, retain and incentivise key management and employees
o Create a liquid market in the Shares
· Immediately following Admission, the Company intends to have a free float of at least 25% of the issued share capital. An over-allotment option of up to 15% of the total number of Offer Shares will be made available by an existing shareholder.
· Admission is expected to take place in November 2019.
· The Company expects that it would be eligible for inclusion in the FTSE UK indices post Admission.
· In the Global Offer, Shares will be offered (i) to certain qualified investors in certain states of the European Economic Area, including to certain institutional investors in the United Kingdom and elsewhere outside the United States and (ii) in the United States only to qualified institutional buyers in reliance on Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act.
· The Company is expected to agree that, subject to certain exceptions, during the period of 180 days from the date of Admission, it will not, without the prior written consent of the Sole Global Co-ordinator (such consent not to be unreasonably withheld or delayed), issue, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.
· Each of the Selling Shareholders and the Directors are expected to agree that, subject to certain exceptions, during the period of 180 days in respect of the Selling Shareholders and 360 days in respect of the Directors, that from the date of Admission, they will not, without the prior written consent of the Sole Global Co-ordinator (such consent not to be unreasonably withheld or delayed), offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce an offer of any Shares or any other securities exchangeable for or convertible into, or substantially similar to, Shares (or any interest therein in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.
· DNEG has engaged J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) to act as Sole Sponsor and Sole Global Coordinator. Deutsche Bank AG, London Branch (“Deutsche Bank”), J.P. Morgan Cazenove, Numis Securities Limited (“Numis”), Banco Santander, S.A. (“Santander”) and BNP PARIBAS (“BNP Paribas”) will act as Joint Bookrunners in the event the Offer proceeds.