NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, New ZEALAND, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA "EEA" (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.
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 securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") published by Welkin China Private Equity Limited in connection with the admission ("Admission") of ordinary shares ("Ordinary Shares") to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the premium segment of the main market of the London Stock Exchange plc (the "London Stock Exchange").
WELKIN CHINA PRIVATE EQUITY LIMITED
("WCPE" or the "Company")
Publication of Prospectus
Further to the Intention to Float announcement released on Monday 5 September 2022, the Board of Directors of the Company are pleased to announce the publication of the Prospectus in connection with the initial public offering ("IPO") of the Company's Ordinary Shares (the "Ordinary Shares") and proposed admission of its Ordinary Shares to the Premium Segment of the Official List of the Financial Conduct Authority and to begin trading on the main market of the London Stock Exchange ("Admission").
The Company is targeting raising gross proceeds of up to US$300 million through the placing of up to 300 million Ordinary Shares at US$1.00, as well as issuing 15 million Ordinary Shares pursuant to the acquisition of the Initial Portfolio. Further details of the Initial Placing are set out in the Prospectus which, subject to certain access restrictions, is available on the Company's website (www.welkinchinape.com).
A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Deutsche Bank AG, acting through its London Branch ("Deutsche Bank") is acting as Sole Sponsor, Sole Global Co-ordinator and Joint Bookrunner in respect of the Joint Bookrunner Placing. CLSA Limited, finnCap Limited and Huatai Financial Holdings (Hong Kong) Limited are acting as Joint Bookrunners in respect of the Joint Bookrunner Placing.
Capitalised terms used in this announcement shall have the meanings given to them in the Prospectus, unless otherwise defined in this announcement.
For further information:
Welkin China Private Equity
Ivan Chu, Chairman (via SEC Newgate)
Welkin Capital Management (Asia) Limited (via SEC Newgate)
Jonathan Lau, Managing Director
SEC Newgate UK
Clotilde Gros / Bob Huxford / Jessica Hodson Walker / Molly Gretton
welkincapital@secnewgate.co.uk
+44 20 3757 6767
Deutsche Bank (Sole Sponsor and Sole Global Coordinator)
Jeffrey Wong / Mark Hankinson / Neil Coleman
+44 20 754 58000 / +852 2203 8888
CLSA Limited (Joint Bookrunner)
Michael Di / Rachel Sun
+ 852 2600 7744 / +852 2600 7820
finnCap Limited (Joint Bookrunner)
| Mark Whitfeld / Pauline Tribe (Sales) |
|
|
+44 20 3772 4697 / +44 20 7220 0517
Monica Tepes (Research)
+44 20 3772 4698
William Marle (Corporate Finance)
+44 20 7220 0557
Huatai Financial Holdings (Hong Kong) Limited (Joint Bookrunner)
Ningwa Lau / Andrew Liao
+852 3465 3851 / +852 3658 6117
IMPORTANT NOTICE
This announcement is directed in the UK only at (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; or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
INFORMATION TO DISTRIBUTORS
Target Market Assessment
Solely for the purposes of the product governance requirements contained within the FCA's PROD3 Rules on product governance within the FCA Handbook (the "FCA PROD3 Rules") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the FCA PROD3 Rules) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary 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 as defined in FCA Glossary; and (ii) eligible for distribution through all distribution channels as are permitted by PROD3 (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 the requirements of any contractual, legal or regulatory selling restrictions. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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: (i) an assessment of suitability or appropriateness for the purposes of the FCA PROD3 Rules; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time (the "UK PRIIPS Laws"), a key information document in respect of an investment in the Ordinary Shares has been prepared by the Company and is made available to investors at www.welkinchinape.com.
Accordingly, if you are distributing Ordinary Shares, it is your responsibility to ensure that the key information document is provided to any relevant clients.
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