Allfunds this morning announces the indicative price range, publication of the Prospectus and start of the offer period of the planned Offering.
Juan Alcaraz, Founder and CEO of Allfunds, comments:
“We’re hugely encouraged by the strong initial reaction to our IPO and welcome BlackRock, Jupiter, Mawer, Lazard and Janus Henderson Investors to our shareholder register as cornerstone investors. Allfunds has maintained very positive momentum through the first quarter of 2021, as we look to realise the fantastic opportunity ahead by offering best in class service for our clients, driving growth and continuing the journey we began in 2000. I look forward to the remainder of the listing process and delivering on our ambition to shape the digital transformation of the wealth management industry.”
• The indicative price range for the Offering is set between €10.50 and €12.00 (inclusive) per Share (the “Offer Price Range”), implying a market capitalisation of €6.6 billion to €7.6 billion.
• The Offering consists solely of a private placement of up to 163,650,850 Shares (the “Offer Shares”) held by LHC3 Plc (which is indirectly controlled by funds managed by affiliates of Hellman & Friedman LLC and Eiffel Investment Pte Ltd, a nominated investment vehicle of GIC Special Investments Pte Ltd), BNP Paribas Securities Services and Credit Suisse A.G. (together, the “Selling Shareholders”) to a range of institutional investors in various jurisdictions. Assuming no exercise of the Over-Allotment Option (as defined below), the Offer Shares represent up to a maximum of approximately 26% of the Company’s issued and outstanding share capital. The Company will not receive any proceeds from the sale of the Shares.
• In addition, the Selling Shareholders have granted Morgan Stanley Europe SE as stabilisation manager (on behalf of the Joint Global Coordinators (as defined below)) an option (the “Over-Allotment Option”), exercisable within 30 calendar days after the First Trading Date, corresponding to up to approximately 24,547,628 Shares or up to 15% of the number of the Offer Shares.
• Assuming the Over-Allotment Option is exercised in full, and assuming full placement of the Offer Shares, the value of the Offering will be between €2.0 billion to €2.3 billion and will correspond to up to a maximum of approximately 29.9% of the Company’s issued and outstanding share capital.
• Funds and accounts managed by BlackRock (collectively “BlackRock”), Jupiter Investment Management Limited and Jupiter Asset Management Limited (together “Jupiter”), Mawer Investment Management Ltd (“Mawer”), Lazard Asset Management Limited, for and on behalf of its participating accounts (“Lazard”) and Henderson Global Investors Limited (“Janus Henderson Investors”) (together, the “Cornerstone Investors”) have each entered into a cornerstone agreement to acquire Shares in the Offering at the final offer price, subject to certain conditions, for an amount of €850 million in aggregate, consisting of a commitment of €250 million from BlackRock, €200 million from Jupiter, €160 million from Mawer and €120 million from Lazard and Janus Henderson Investors. Based on an Offer Price at the mid-point of the Offer Price Range, the total number of Shares acquired by the Cornerstone Investors would be approximately 75,555,556 Shares, which represent approximately 40.1% of the Offer Shares, assuming that the Over-Allotment Option is exercised. The Cornerstone Investors may also subscribe for or purchase additional Shares in the Offering. Allocation of any such additional Shares shall be determined by the Company and the Selling Shareholders, after consultation with the Joint Global Coordinators.
• The Offering will take place from 09:00 CET on Friday, 16 April 2021, until 14:00 CET on Thursday, 22 April 2021, subject to acceleration or extension of the timetable for the Offering.
• The Offering will consist of a private placement of existing Shares provided by the Selling Shareholders (i) to a range of institutional investors in various jurisdictions outside the United States, including the Netherlands, in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and (ii) to “qualified institutional buyers” in the United States as defined in, and in reliance on, Rule 144A under the U.S. Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering in any jurisdiction.
• The Company, the Selling Shareholders, BNP Paribas Asset Management Holding (an existing shareholder of the Company) (“BNPP AM”) and certain senior managers of the Group have entered into customary lock-up arrangements with the Underwriters (as defined below), restricting their ability to issue, sell or transfer Shares for a period ending 180 days after the Settlement Date for the Company, the Selling Shareholders and BNPP AM, and for a period ending 365 days after the Settlement Date for certain senior managers of the Group, subject to certain customary carve-outs and possible waiver by the Joint Global Coordinators.
• BNP PARIBAS, Credit Suisse Securities Sociedad de Valores, S.A., Citigroup Global Markets Europe AG and Morgan Stanley Europe SE have been appointed as joint global coordinators for the Offering (the “Joint Global Coordinators”). Rothschild & Co is acting as independent IPO advisor to the Company.
• BofA Securities Europe SA, Barclays Bank Ireland PLC, CaixaBank S.A., HSBC Continental Europe, ING Bank N.V., Intesa Sanpaolo S.p.A. and Banco Santander, S.A. have, together with the Joint Global Coordinators, been appointed as Joint Bookrunners for the Offering (together with the Joint Global Coordinators, the “Underwriters”).