Fix Price Group Ltd. : Approval and publication -2-

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. 
Each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is acting exclusively for the Company 
and no-one else in connection with the proposed Offer. They will not regard any other person as their respective 
clients in relation to the proposed 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 proposed Offer, the 
contents of this announcement or any transaction, arrangement or other matter referred to herein. Each of BofA 
Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is authorised by the Prudential Regulation Authority 
and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom. 
In connection with the Offer, BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital and any of their 
respective affiliates, may take up a portion of the GDRSs as a principal position and in that capacity may retain, 
purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company 
or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the GDRs 
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 BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley 
and VTB Capital and any of their respective affiliates acting in such capacity. In addition, BofA Securities, 
Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital and any of their respective affiliates may enter into financing 
arrangements (including swaps or contracts for differences) with investors in connection with which they may from time 
to time acquire, hold or dispose of GDRs. None of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB 
Capital nor any of their respective affiliates intend to disclose the extent of any such investment or transactions 
otherwise than in accordance with any legal or regulatory obligations to do so. 
In connection with the Offer, Morgan Stanley, as stabilisation manager, or any of its agents, may (but will be under no 
obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to 
supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market. 
Morgan Stanley is not required to enter into such transactions and such transactions may be effected on any stock 
market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period 
commencing on the date of commencement of conditional dealings of the GDRs on the London Stock Exchange and ending no 
later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley or any of its agents to 
effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such 
stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be 
taken to stabilise the market price of the GDRs above the offer price of U.S.USD 9.75 per GDR (the "Offer Price"). Save 
as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any 
over-allotments made and/or stabilisation transactions conducted in relation to the Offer. 
In connection with the Offer, Morgan Stanley, as stabilisation manager, may, for stabilisation purposes, over-allot 
GDRs up to a maximum of 15% of the total number of GDRs comprised in the Offer. For the purposes of allowing it to 
cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the 
stabilisation period, Morgan Stanley will enter into over-allotment arrangements with certain existing shareholders 
pursuant to which Morgan Stanley may purchase or procure purchasers for additional GDRs up to a maximum of 15% of the 
total number of GDRs comprised in the Offer (the "Over-Allotment GDRs") at the Offer Price. The over-allotment 
arrangements will be exercisable in whole or in part, upon notice by Morgan Stanley, at any time on or before the 30th 
calendar day after the commencement of conditional trading of the GDRs on the London Stock Exchange. Any Over-Allotment 
GDRs made available pursuant to the over-allotment arrangements, including for all dividends and other distributions 
declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold 
in the Offer. 
Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) 600/2014 as it 
forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product 
Intervention and Product Governance Sourcebook, (together, the "U.K. MiFIR Product Governance Rules"), and disclaiming 
all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of 
U.K. MiFIR) may otherwise have with respect thereto, the GDRs have been subject to a product approval process, which 
has determined that the GDRs are: (i) compatible with an end target market of retail investors and investors who meet 
the criteria of eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and 
professional clients, as defined in U.K. MiFIR; and (ii) eligible for distribution through all distribution channels as 
are permitted by U.K. MiFIR (the "U.K. Target Market Assessment"). Notwithstanding the U.K. Target Market Assessment, 
distributors should note that: the price of the GDRs may decline and investors could lose all or part of their 
investment; the GDRs offer no guaranteed income and no capital protection; and an investment in the GDRs 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 U.K. Target Market Assessment is 
without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the 
Offer. Furthermore, it is noted that, notwithstanding the U.K. Target Market Assessment, BofA Securities, Citigroup, 
J.P. Morgan, Morgan Stanley and VTB Capital will only procure investors who meet the criteria of professional clients 
and eligible counterparties for the purposes of the U.K. MiFIR Product Governance Rules. 
For the avoidance of doubt, the U.K. Target Market Assessment does not constitute: (a) an assessment of suitability or 
appropriateness for the purposes of the U.K. MiFIR Product Governance Rules; 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 GDRs. 
Each distributor is responsible for undertaking its own target market assessment in respect of the GDRs and determining 
appropriate distribution channels. 
=---------------------------------------------------------------------------------------------------------------------- 
Category Code: PDI 
TIDM:          FIXP 
LEI Code:      549300EXJV1RPGZNH608 
Sequence No.:  94987 
EQS News ID:   1173623 
 
End of Announcement  EQS News Service 
=------------------------------------------------------------------------------------ 
 

(END) Dow Jones Newswires

March 05, 2021 09:47 ET (14:47 GMT)



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