NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SWITZERLAND OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of the Prospectus Regulation
Rules of the Financial Conduct Authority ("
FCA
") and is not a prospectus nor an offer of
securities for sale nor a solicitation of or offer to acquire or a recommendation to buy or
sell securities in any jurisdiction, including without limitation in or into the United States,
Australia, Canada, Japan or Switzerland.
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.
Investors should not subscribe for or purchase any shares referred to in this announcement
except solely on the basis of the information contained in a prospectus in its final form
(together with any supplementary prospectus, if relevant, the "
Prospectus
"), including the
risk factors set out therein, published by Made.com Group Plc (the "
Company
" and,
together with its subsidiaries and subsidiary undertakings, "
MADE
") on 16 June 2021 in
connection with the offer of ordinary shares in the Company (the "
Shares
") and the
admission of such Shares to the premium listing segment of the Official List of the FCA
and to trading on the main market for listed securities of the London Stock Exchange plc
("
London Stock Exchange
"). A copy of the Prospectus published by the Company is
certain access restrictions.
21 June 2021
Made.com Group Plc
Admission to Trading on the London Stock Exchange
Further to the announcements on 16 June 2021 in connection with its initial public
offering (the "
Offer
"), the Company announces that its entire issued ordinary share
capital, consisting of 387,660,176 Shares, has today been admitted 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 under the ticker "MADE".
Following Admission, the share capital of the Company will consist of 387,660,176
Shares, each with one vote. The Company does not hold any Shares in treasury. Therefore,
the total voting rights figure of 387,660,176 may be used by shareholders as the
denominator for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Media Enquiries
MADE
Jonny Ng, Jeffrey Cheung
+44 203 668 2329
Brunswick Group (public relations adviser to MADE)
Sarah West, Kate Holgate, Craig Breheny
made@brunswickgroup.com
+44 207 404 5959
Joint Global Coordinators and Joint Bookrunners
J. P. Morgan Cazenove (Sole Sponsor)
Harry Hampson, Barry Meyers, Bill Hutchings, Jeannette Smits van Oyen, Beau Freker
+44 207 742 4000
Morgan Stanley
Nick Bishop, Enrique Perez-Hernandez, Bobak Shoraka, Andrew Foster, Angus Millar
+44 207 425 8000
Co-lead Manager
Liberum
Clayton Bush, John Fishley, Louis Davies
+44 203 100 2000
IPO Consultant
OGG Consulting
Oliver Greaves
+44 779 550 5663
Important Legal 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 by any person for any
purpose on the information contained in this announcement or its accuracy, fairness or
completeness.
The contents of this announcement are not to be construed as legal, financial or tax
advice. Each of J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and
Liberum Capital Limited (together, the "
Banks
") is acting exclusively for the Company
and no one else in connection with the Offer, and will not regard any other person
(whether or not a recipient of this document) as their respective clients in relation to the
Offer and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing advice in relation to the
Offer, the contents of this announcement or any transaction, matter, or arrangement
referred to in this announcement or any transaction, arrangement or other matter referred
to herein.
Each of J.P. Morgan Securities plc and Morgan Stanley & Co. International plc is
authorised by the Prudential Regulation Authority ("
PRA
") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority ("
FCA
"). Liberum Capital
Limited is authorised and regulated in the United Kingdom by the FCA.
This announcement is only addressed to and directed at persons who: (A) if in member
states of the European Economic Area (the "
EEA
"), are persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended)
("
Qualified Investors
"); and (B) if in the United Kingdom, are "qualified investors"
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms
part of domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 who are: (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "
Order
"); and/or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order; or (C) are other persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (B) and (C) together being "
Relevant
Persons
"). This announcement must not be acted or relied on (i) in the United Kingdom,
by persons who are not Relevant Persons and (ii) in any member state of the EEA by
persons who are not Qualified Investors. Any investment activity to which this
announcement relates (i) in the United Kingdom is available only to, and may be engaged
in only with, Relevant Persons; and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.
This announcement is not for publication or distribution, directly or indirectly, in or into
the United States, Australia, Canada, Japan, Switzerland or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such jurisdiction. The
distribution of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession 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.
This announcement does not constitute or form a part of any offer or solicitation to
purchase or subscribe for, or otherwise invest in securities to any person in any
jurisdiction, including the United States, Australia, Canada, Japan, Switzerland or any
other jurisdiction where to do so would constitute a violation of the relevant laws of 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
"), or with any
securities regulatory authority of any state or other jurisdiction of the United States. The
securities may not be offered or sold in the United States, except pursuant to an applicable
exemption from or in a transaction not subject to the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the securities referred to herein is
being made in the United States.
Each of the Company, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc
and Liberum Capital Limited, and their respective affiliates as defined under Rule 501(b)
of Regulation D of the Securities Act ("
affiliates
"), expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statements contained in this
announcement and disclaims any obligation to update its view of any risks or uncertainties
described herein or to publicly announce the results of any revisions to the forward-
looking statements made in this announcement, whether as a result of new information,
future developments or otherwise, except as required by law.
None of the Banks nor any of their respective affiliates and/or any of their or their
affiliates' directors, officers, employees, advisers and/or agents or any other person
accepts any responsibility or liability whatsoever for the contents of, or makes any
representation or warranty, express or implied, as to, the truth, accuracy or completeness
of the information in this announcement (or whether any information has been omitted
from the announcement) and/or any other information relating to MADE and/or its
subsidiaries and associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available, or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in connection
therewith. Accordingly, each of the Banks and their respective affiliates, their or their
affiliates' respective directors, officers or employees, and any other person acting on their
behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever
for any loss howsoever arising from, or in reliance upon, the whole or any part of the
contents of this announcement, whether in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or otherwise arising in
connection therewith.
For the avoidance of doubt, the contents of the Group's website, including the websites of
the Group's business units, are not incorporated by reference into, and do not form part of,
this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "
UK Product
Governance Requirements
"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Shares have been
subject to a product approval process, which has determined that the Shares are: (i)
compatible with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each defined in paragraph 3 of
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "
Target Market Assessment
").
Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK
Product Governance Requirements) should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the Shares offer no guaranteed
income and no capital protection; and an investment in the Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who (either alone or
in conjunction with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, J.P. Morgan
Securities plc, Morgan Stanley & Co. International plc and Liberum Capital Limited will
only procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A
respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect
of the Shares and determining appropriate distribution channels.