17 May 2018
StatPro Group plc
Proposed secondary placing of existing shares
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law. Further, this announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. In addition, market soundings were taken in respect of the matters contained in this announcement, with the result that certain persons became aware of such inside information prior to the date of this announcement. Upon the publication of this announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.
Proposed secondary placing of existing shares in StatPro Group plc
StatPro Group plc (AIM: SOG, “StatPro” or the “Company”), the AIM-listed provider of cloud-based portfolio analysis and asset pricing services for the global asset management industry, announces today that it has been notified by Justin Wheatley, Chief Executive Officer of the Company, of his intention to sell 665,000 ordinary shares of 1 pence each of the Company (the “Placing Shares”), representing approximately 1 per cent of the Company’s issued share capital, by way of a proposed placing (the “Placing”). The price at which the Placing Shares are to be placed is expected to be 165 pence per ordinary share.
The Placing Shares will be offered through an accelerated bookbuild to be carried out by Panmure Gordon (UK) Ltd (“Panmure Gordon”) (the “Offering”). The books for the Offering will open with immediate effect.
Certain directors of the Company intend to purchase shares in the Placing.
Justin Wheatley currently holds 7,480,722 ordinary shares in the Company, representing approximately 11.4 per cent of the Company’s issued share capital. In addition to the above interests, Justin Wheatley has an interest in 264,000 ordinary shares in family trusts, being a trustee and potential beneficiary of the trusts.
Justin Wheatley has declared his intention not to sell any of his remaining shares for a period of 12 months following the completion of the Placing.
The Company is not a party to the Placing and will not receive any proceeds from the Placing.
|StatPro Group plc|
|Justin Wheatley, Chief Executive||+44 (0) 20 8410 9876|
|Andrew Fabian, Finance Director|
|Panmure Gordon – Nomad and Broker|
|Corporate Finance – Freddy Crossley / Fabien Holler||+44 (0) 20 7886 2500|
|Corporate Broking – James Stearns|
|Adrian Duffield / Chris Birt||+44 (0) 20 7457 2020|
StatPro is a global provider of award winning portfolio analytics solutions for the investment community. The Group’s cloud-based platform provides vital analysis of portfolio performance, attribution, risk and compliance. This multi-asset class analytics platform helps StatPro’s clients increase assets under management, improve client service, meet tough regulations and reduce costs.
The Group’s integrated and global data coverage includes over 3.2 million securities such as equities, bonds, mutual funds, FX rates, futures, options, OTCs, sector classifications and much else besides. StatPro also covers most families of benchmarks including MSCI, FTSE, Russell, NASDAQ and the open source Freedom Index.
The Group has operations in Europe, North America, South Africa, and Australia, with hundreds of clients in 39 countries around the world.
StatPro has grown its Annualised Recurring Revenue from less than £1 million in 1999 to around £53 million at the end of December 2017. Over 80% of recurring revenues are generated outside the UK. StatPro Group plc shares are listed on AIM.
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement 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.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression ‘Prospectus Directive’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression ‘2010 PD Amending Directive’ means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering, Panmure Gordon and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Panmure Gordon does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of Mr Justin Wheatley and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. Panmure Gordon will not regard any other person as their client in relation to the offering of the Placing Shares.