29 September 2023
Severn Trent Plc
(“Severn Trent”, the “Company” or the “Group”)
Retail Offer
| · | Severn Trent announces a retail offer by way of conditional offer for subscription of new Ordinary Shares via PrimaryBid; |
| · | Investors can access the Retail Offer through PrimaryBid’s website and on PrimaryBid’s app; |
| · | Investors may also be able to take part through PrimaryBid’s network of retail brokers, wealth managers and investment platforms, (subject to such partners’ participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor; |
| · | Applications for new Ordinary Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs); |
| · | The Retail Offer is available to existing shareholders, new investors and Company employees; |
| · | The issue price for the new Ordinary Shares will be equal to the Placing Price, which will be determined at the close of the bookbuilding process; |
| · | There is a minimum subscription of £250 per investor in the Retail Offer; |
| · | No commission will be charged by PrimaryBid on applications to the Retail Offer. |
Retail Offer
Severn Trent Plc (LON: SVT) is pleased to announce, a retail offer by way of conditional offer for subscription of new ordinary shares of 9717/19 pence each in the capital of the Company (“Retail Offer Shares“) via PrimaryBid (the “Retail Offer“).
The Company is also conducting a non-pre-emptive placing of new Ordinary Shares by way of an accelerated bookbuilding process (the “Placing“) as announced earlier today. The issue price of the new Ordinary Shares to be issued pursuant to the Placing (the “Placing Price“) will be determined following the close of the bookbuilding process.
In conjunction with the Placing, Qatar Investment Authority (“QIA”) has agreed to invest £500 million through a subscription for new Ordinary Shares at the Placing Price (the “Subscription“) and certain directors of the Company intend to subscribe for new Ordinary Shares at the Placing Price (the “Director Subscription“), contributing approximately £275,000 in total.
The issue price for the Retail Offer Shares to be issued pursuant to the Retail Offer will be equal to the Placing Price.
The Retail Offer is conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing being admitted to the premium listing segment of the Official List of the Financial Conduct Authority and admitted to trading on the main market for listed securities of London Stock Exchange plc (“Admission“). Admission is expected to take place at 8.00 a.m. on 3 October 2023. The Retail Offer will not be completed without the Placing also being completed.
The Company intends to use the funds raised from the Placing, the Subscription, the Retail Offer and the Director Subscription to provide the equity portion of the business plan for its subsidiary Severn Trent Water for the regulatory period beginning 1 April 2025 until 31 March 2030, which it intends to submit to Ofwat on 2 October 2023.
Reason for the Retail Offer
While the Placing has been structured as a non-Pre-Emptive offer within the Company’s existing authorities from shareholders for non-pre-emptive offers so as to minimise cost and time to completion, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer in line with the Pre-Emption Group guidelines.
After consideration of the various options available to it, the Company believes that the separate Retail Offer is in the best interests of shareholders, as well as wider stakeholders in the Company.
Details of the Retail Offer
Existing shareholders, new investors and Company employees can access the Retail Offer through PrimaryBid’s website and on PrimaryBid’s app. The PrimaryBid app is available on the UK Apple App Store and Google Play Store.
Investors can also participate through PrimaryBid’s partner network of investment platforms, retail brokers and wealth managers, subject to such partners’ participation. Participating partners include:
· AJ Bell;
· Hargreaves Lansdown; and
· interactive investor.
Applications for Retail Offer Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Some partners may only accept applications from existing shareholders.
The Retail Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The Retail Offer is expected to close later today at the same time as the Placing, and may close early if it is oversubscribed.
There is a minimum subscription amount of £250 per investor in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Placing Price does not exceed €8 million or equivalent. Accordingly, the Company is not required to publish, and has not published, a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Offer Shares are subscribed for, will be outside the United States and subscribing for the Retail Offer Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S under the U.S Securities Act of 1933, as amended. Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Offer Shares.
Investors who apply for Retail Offer Shares through PrimaryBid’s website or PrimaryBid’s app will not be charged any fee or commission by PrimaryBid. It is vital to note that once an application for Retail Offer Shares has been made and accepted via PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for Retail Offer Shares through their investment platform, retail broker or wealth manager using their ISA, SIPP or GIA should contact them for details of their terms and conditions, process and any relevant fees or charges.
The Retail Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing, the Subscription, the Director Subscription and the Company’s existing Ordinary Shares.
For further information on PrimaryBid, the Retail Offer or for a copy of the terms and conditions (including the procedure for application and payment for new Ordinary Shares) that apply to registered users of PrimaryBid in addition to the terms and conditions set out in this Announcement, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com.
Brokers wishing to offer their customers access to the Retail Offer and future PrimaryBid transactions, should contact partners@primarybid.com.
The person responsible for making this announcement on behalf of the Company is Hannah Woodall-Pagan, Group Company Secretary.
Enquiries
| Severn Trent Plc:Rachel Martin, Head of Investor Relations | +44 (0)7824 624 011 |
| PrimaryBid Limited:Fahim Chowdhury/James Deal | enquiries@primarybid.com |
| Media Enquiries:Jonathan Sibun, Teneo Press Office, Severn Trent Plc | +44 (0)20 7353 4200+44 (0)24 7771 5640 |