REG - Cobalt Holdings PLC - Confirmation of Intention to Float

GlencoreAnnouncement

Mon 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250519:nRSS1180Ja&default-theme=true

RNS Number : 1180J  Cobalt Holdings PLC  19 May 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
UNLAWFUL.

This announcement is an advertisement for the purposes of Rule 3.3 of the
Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA")
made under section 73A of the Financial Services and Markets Act 2000 (the
"FSMA") and is not a prospectus nor an offer of securities for sale in any
jurisdiction, including in or into the United States, Canada, Australia or
Japan.

Neither this announcement, nor anything contained herein, nor anything
contained in the registration document (the "Registration Document") published
by the Company (as defined herein) on 12 May 2025 shall form the basis of, or
be relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction. Investors should not purchase any shares referred to in this
announcement or the Registration Document 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, that may be published by Cobalt Holdings plc ("Cobalt
Holdings" or the "Company") in due course in connection with a possible global
offer of ordinary shares of the Company (the "Ordinary Shares") to (i) certain
institutional and professional investors (the "Institutional Offer"), and (ii)
retail investors in the United Kingdom by RetailBook through its network of
retail brokers, wealth managers and investment platforms (the "Retail Offer"
and, together with the Institutional Offer, the "Global Offer") and the
possible admission of such Ordinary Shares to the Equity Shares (Commercial
Companies) category of the Official List of the FCA and to trading on the Main
Market for listed securities of the London Stock Exchange plc (the "London
Stock Exchange") ("Admission"). A copy of any Prospectus published by the
Company will, if published, be available for inspection on the Company's
website at www.cobaltholdingsplc.com (http://www.cobaltholdingsplc.com) ,
subject to certain access restrictions.

 

19 May 2025

Cobalt Holdings plc

Confirmation of Intention to Float on the Main Market of the London Stock
Exchange

Following the announcement on 12 May 2025 of its expected intention to float,
Cobalt Holdings today confirms its intention to undertake an initial public
offering and certain details of the Global Offer.

The Company intends to apply for admission of its Ordinary Shares to the
Equity Shares (Commercial Companies) category of the Official List of the
Financial Conduct Authority ("FCA") and to trading on the Main Market for
listed securities of the London Stock Exchange plc (the "London Stock
Exchange"), which is currently expected to occur on or around 10 June 2025.

Confirmation of Global Offer details:

·      The Company expects that its shares will be admitted to the
Equity Shares (Commercial Companies) category of the Official List of the FCA
and to trading on the Main Market for listed securities of the London Stock
Exchange;

·      The Global Offer will comprise a primary offer of new Ordinary
Shares to be issued by the Company;

·      The Global Offer will be a targeted offering to institutional
investors outside of the United States pursuant to Regulation S and to
'qualified institutional buyers' in the United States pursuant to Rule 144A
under the United States Securities Act of 1933, as amended (the "US Securities
Act"), alongside an offering to retail investors in the United Kingdom by
RetailBook through its network of retail brokers, wealth managers and
investment platforms;

·      Glencore will participate as a cornerstone investor, investing
US$24.3 million, equivalent to approximately a 10% post-IPO stake in the
Company; Anchorage will participate as a cornerstone investor, investing US$23
million, equivalent to approximately a 9.5% post-IPO stake in the Company;

·      Any additional details in relation to the Global Offer, together
with any changes to corporate governance arrangements, would be disclosed in
the Prospectus, if and when published; and

·      The Company has engaged Citigroup Global Markets Limited ("Citi")
as Sole Sponsor, Sole Global Co-ordinator, and Joint Bookrunner, and Canaccord
Genuity Limited ("Canaccord") as Joint Bookrunner in the event the Company
proceeds with the Global Offer.

 

For more information, please visit www.cobaltholdingsplc.com
(http://www.cobaltholdingsplc.com) or contact the following:

 

 Cobalt Holdings plc                       via FTI Consulting

 Jake Greenberg, Chief Executive Officer

 David Haughie, Chief Financial Officer

 Citigroup Global Markets Limited                                       +44 (0) 20 7986 4000

 (Sponsor, Global Co-ordinator and Joint Bookrunner)

 Andrew Miller-Jones / Patrick Evans

 Canaccord Genuity Limited                 +44 (0) 20 7523 8000

 (Joint Bookrunner)

 James Asensio / Sam Lucas

 FTI Consulting                            +44 (0) 20 3727 1000

 Ben Brewerton / Ariadna Peretz            cobaltholdings@fticonsulting.com

 Investor Relations                        +44 7557 224386

 Matthew Walker / Chris Dyett              matthew.walker@cen-grp.com

 

 

IMPORTANT LEGAL INFORMATION

The contents of this announcement, which has been prepared by and is the sole
responsibility of Cobalt Holdings plc, has been approved by Citi solely for
the purposes of section 21(2)(b) of FSMA (as amended).

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.

This announcement is not for release, publication or distribution in whole or
part, directly or indirectly, in or into the United States, Canada, Australia
or Japan or any other jurisdiction where such distribution would be unlawful.
This announcement does not constitute a prospectus or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for, or otherwise invest in, Ordinary Shares to any person in any
jurisdiction to whom or in which such offer or solicitation is unlawful,
including the United States (including its territories or possessions or any
State of the United States and the District of Columbia (the "United
States")), Canada, Australia or Japan. The Ordinary Shares have not been, and
will not be, registered under the US Securities Act or under the laws or with
any securities regulatory authority of any state or other jurisdiction of the
United States. The Ordinary Shares may not be offered, sold, pledged or
otherwise transferred in the United States, except to qualified institutional
buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the US
Securities Act ("Rule 144A") or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public offering of
the securities referred to herein in the United States.

This announcement is only addressed to and directed at specific addressees
who: (A) if in a member state 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) (the "Prospectus Regulation")
("Qualified Investors"); and (B) if in the United Kingdom, are "qualified
investors" within the meaning of Article 2(e) of the UK version of the
Prospectus Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") 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, as amended (the "Order"); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii)
are other persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA (as amended)) in connection
with the sale of any securities of the Company may otherwise lawfully be
communicated or caused to be communicated; or (iv) intermediaries using the
RetailBook portal for distribution to retail investors in the United Kingdom
(all such persons referred to in (i), (ii), (iii) and (iv) together being
"Relevant Persons"). This announcement must not be acted on 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 may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"aims", "believes", "estimates", "plans", "projects", "targets, "anticipates",
"expects", "intends", "may", "will", "forecast" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These statements reflect the current beliefs and expectations of
the sole director of Cobalt Holdings plc (the "Director") (including based on
the Director's expectations arising from pursuit of the Company's strategy) as
well as assumptions made by the Director and information currently available
to the Company. Although the Director considers that these beliefs and
assumptions are reasonable, by their nature, forward-looking statements
reflect the Director's current view with respect to future events and involve
known and unknown risks, uncertainties, assumptions and other factors that may
cause the Company's actual financial position, results of operations, cash
flows, liquidity, prospects, growth or strategies to be materially different
from any future such metric expressed or implied by such statements. Past
performance cannot be relied upon as a guide to future performance and should
not be taken as a representation that trends or activities underlying past
performance will continue in the future. Forward-looking statements speak only
as of the date they are made. Forward-looking statements may and often do
differ materially from actual results. No representation is made that any of
these statements or forecasts will come to pass or that any forecast results
will be achieved.

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's actual results,
performance or achievements might be materially different from the expected
results, performance or achievements expressed or implied by such
forward-looking statements. Each of Citi, Canaccord (together, the "Banks"),
the Company or any member of the Company, or any of such person's affiliates
or their respective directors, officers, employees, agents or advisers
expressly disclaim any obligation or undertaking to update, review or revise
any such forward-looking statement or any other information contained in this
announcement, whether as a result of new information, future developments or
otherwise, except to the extent required by applicable law. You are therefore
cautioned not to place any undue reliance on such forward-looking statements.
In addition, even if the results of operations, financial condition and
liquidity of the Company, and the development of the industry in which the
Company operates are consistent with the forward-looking statements set out in
this announcement, those results or developments may not be indicative of
results or developments in subsequent periods. No statement in this
announcement is intended to be a profit forecast.

Any purchase of Ordinary Shares in the possible Global Offer should be made
solely on the basis of information contained in the Prospectus which may be
issued by the Company in connection with the Global Offer. The information in
this announcement is subject to change. Before purchasing any Ordinary Shares,
persons viewing this announcement should ensure that they fully understand and
accept the risks which will be set out in the Prospectus, if published. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither this
announcement, nor anything contained in the Registration Document, shall
constitute, or form part of, any offer or invitation to sell, or any
solicitation of any offer to acquire, any Ordinary Shares or any other
securities, nor shall it (or any part of it), or the fact of its distribution,
form the basis of, or be relied on in connection with, or act as any
inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the possible Global Offer and
there is therefore no guarantee that a Prospectus will be published, the
Global Offer will be made or Admission will occur. Potential investors should
not base their financial decision on this announcement. Acquiring investments
to which this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Persons considering making
investments should consult an authorised person specialising in advising on
such investments. Neither this announcement, nor the Registration Document,
constitutes a recommendation concerning a possible offer. The value of shares
can decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of a possible offer for the person
concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances or (iii) a personal recommendation to you.

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Banks by FSMA or the regulatory regime established thereunder, or under
the regulatory regime of any jurisdiction where the exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
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
accepts any responsibility or liability whatsoever for, 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 the Company 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 this announcement or its contents or
otherwise arising in connection therewith.

Each of the Banks is authorised and regulated by the FCA in the United
Kingdom. Each of the Banks is acting exclusively for the Company and no one
else in connection with the possible Global Offer. The Banks will not regard
any other person (whether or not a recipient of this announcement) as their
client in relation to the possible Global Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients nor for giving advice in relation to the possible Global
Offer, the contents of this announcement or any transaction, arrangement or
other matter referred to herein. In connection with the withdrawal of the UK
from the European Union, the Banks may, at their discretion, undertake their
obligations in connection with the possible Global Offer by any of their
affiliates based in the EEA.

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100 per cent.

Unless otherwise indicated, market, industry and competitive position data are
estimated (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Company ascertained the underlying economic assumptions relied upon therein.

 

 

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 Ordinary Shares have been subject to a product
approval process, which has determined that the 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
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 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 any contractual, legal or regulatory selling restrictions
in relation to the Global Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Banks 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 Ordinary Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

For the avoidance of doubt, the contents of the Company's website, or any
website directly or indirectly linked to the Company's website, are not
incorporated by reference into, and do not form part of, this announcement.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ITFFLFFDETITLIE