NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR CANADA, JAPAN OR IN ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
10 June 2014
Imperial Tobacco Group PLC - Logista
Imperial Tobacco Group PLC (?Imperial Tobacco?) announces intention to float Compa??a de Distribuci?n Integral Logista Holdings, S.A. (?Logista?)
On 13 February 2014 Imperial Tobacco responded to speculation about Logista and confirmed it was reviewing its options in relation to a potential IPO of Logista.
Following that review, Imperial Tobacco today announces its intention to launch an IPO of Logista involving its indirectly wholly-owned subsidiary Altadis S.A.U. to sell a portion of its shares to institutional investors. Imperial Tobacco intends to retain the majority of Logista shares.
Logista, the leading integrated tobacco distribution and logistics company in Southern Europe, is intended to list on the Spanish Stock Exchanges. Read a separate release from Logista at http://www.grupologista.com/en/inversores/
Contacts:
Tom Corran
Director of Investor Communication
Imperial Tobacco Group PLC
0117 933 7510
Simon Evans
Group Press Officer
Imperial Tobacco Group PLC
+44 (0)7967 467684
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These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Canada or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of Compa??a de Distribuci?n Integral Logista Holdings, S.A.U. (the Company, and such securities, the Securities) in the United States, Canada or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act. There will be no public offering of Securities in the United States.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, ?qualified investors? (as
defined in section 86(7) of the Financial Services and Markets Act 2000) and 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?); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ?relevant persons?). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
In Australia this document is for distribution only to professional or sophisticated investors (i.e. those persons to whom offers can be made without a disclosure document, in accordance with sections 708(8) and (11) of the Corporations Act 2001 (Cth)) who are ?wholesale clients? within the meaning of section 761G of the Corporations Act 2001 (Cth). The entity receiving this document represents and warrants that if it is in Australia it is a wholesale client and either a professional or sophisticated investor and that it will not distribute this report to any person outside Australia. This document is not supplied in connection with any offering of securities in the Company. A decision whether to subscribe for the Company?s securities should be made on the basis of the information in the disclosure document which will be issued by the Company.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area.
This communication is an advertisement for the purposes of Article 15 of Prospectus Directive 2003/71/EC and Article 28 of Spanish Royal Decree 1310/2005 of 4 November (Real Decreto 1310/2005 de 4 de noviembre). Investors should not purchase (or subscribe for) any shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in due course in connection with the Offering and the admission of the shares in the capital of the Company on the Spanish Stock Exchanges.
As of the date of this communication, a draft prospectus relating to the Offering is pending approval by the Spanish National Securities Market Commission (Comisi?n Nacional del Mercado de Valores). Once approved, the prospectus will be made available to investors.
With respect to any Member State of the European Economic Area, and which has implemented the Prospectus Directive (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in Spain in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
