NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
THE PAS GROUP ASX LISTING
The PAS Group Limited (PAS), a leading Australian apparel business with a diverse portfolio of brands and products serving a broad customer target market, is expected to commence trading on the Australian Securities Exchange (ASX) on a conditional and deferred settlement basis on Monday 16 June 2014. This follows a successful $120.5 million fully underwritten capital raising of fully paid ordinary shares in PAS (Shares) priced at $1.15 per share (Offer), giving PAS a market capitalisation of approximately $157.2 million.
PAS expects to release its FY2014 results on the ASX in August 2014. Despite recent challenges facing the retail industry following the Federal budget and unseasonal weather conditions, PAS reaffirms its forecasts for FY2014 and FY2015 as detailed in the replacement prospectus for the Offer lodged with the Australian Securities and Investments Commission on 5 June 2014 (Prospectus).
CEO of PAS Group, Mr Eric Morris, said: “PAS has a unique business model with a multi-channel offering through group retail sites (being owned branded stores and concessions), and online channels, and through a range of retail outlets including department stores, discount department stores and over 1,000 independent retail stores.”
“We are also announcing today that PAS has been appointed as the Australian and New Zealand licence partner for the Karrimor brand and the DKNY Menswear brands.”
Karrimor is a leading global outdoor adventure brand which has been secured through Designworks’ strategic alliance with global brand owner, International Brand Management & Licensing (IBML), while DKNY is a leading international designer brand.
The PAS Board and management team are focused on delivering across the key growth drivers of the PAS business:
- New retail sites: PAS has displayed consistent year-on-year retail site growth and plans to open an additional 41 sites in FY2015, with further plans to have 340 retail sites operating by June 2017.
- Online: PAS has been experiencing strong growth in online sales and will continue to expand this channel.
- Licensed brand opportunities: PAS will maintain its proactive approach to new brand licensing opportunities, with examples of recently obtained brand licences including Slazenger, Fred Bare, Everlast and Mooks.
- Acquisitions: PAS is experienced in identifying, acquiring and integrating complementary businesses and will seek to enhance its growth with strategic “bolt-on” acquisitions.
|Commencement of trading on ASX on a conditional and deferred settlement basis||Monday, 16 June 2014|
|Settlement of the Offer||Tuesday, 17 June 2014|
|Issue of Shares under the Offer||Wednesday, 18 June 2014|
|Commencement of trading on the ASX on an unconditional and deferred settlement basis||Wednesday, 18 June 2014|
|Dispatch of holding statements||Thursday, 19 June 2014|
|Commencement of trading on the ASX on a normal settlement basis||Friday, 20 June 2014|
This timetable is indicative only and may change. PAS and the Lead Manager reserve the right to amend any and all of the above dates without notice (including, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth), to close the Offer early, to extend the Offer, to accept late applications, either generally or in particular cases, or to withdraw the Offer before settlement). If the Offer is withdrawn by PAS before the issue of Shares, then all application monies will be refunded in full (without interest) as soon as practicable in accordance with the requirements of the Corporations Act 2001 (Cth). Investors are encouraged to submit their applications as soon as possible after the Offer opens.
The Prospectus is available at www.thepasgroup.com.au. The offers of Shares will be made in, or accompanied by, a copy of the Prospectus. Potential investors should consider the Prospectus in deciding whether to acquire Shares in the Offer. Anyone who wants to acquire Shares will need to complete an application form in or accompanying the Prospectus.
For more information please contact: Peter Brookes, Citadel +61 407 911 389
This announcement is not and should not be considered as an offer or an invitation to acquire Shares or any other financial product and does not and will not form any part of any contract for the acquisition of Shares. The Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Offer or otherwise permit a public offering of the Shares in any jurisdiction outside of Australia.
This announcement and any material accompanying it may not be released or distributed in the United States. This announcement and any material accompanying it does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Shares may not be offered or sold in the United States, except in transactions exempt from, or not subject to the registration requirements of the U.S. Securities Act of 1933 (Securities Act) and the applicable securities laws of any state or other jurisdiction of the United States. The Shares to be offered and sold in the Offer may only be offered and sold outside the United States in ‘offshore transactions’ (as defined in Rule 902(h) under the Securities Act) in compliance with Regulation S under the Securities Act.
Certain statements, beliefs and opinions contained in this document, particularly those regarding the possible or assumed future financial or other performance of PAS, industry growth or other trend projections are or may be forward looking statements. Forward-looking statements can be identified by the use of ‘forward-looking’ terminology, including, without limitation, the terms ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘predicts’, ‘intends’, ‘plans’, ‘propose’, ‘goals’, ‘targets’, ‘aims’, ‘outlook’, ‘guidance’, ‘forecasts’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future, assumptions which may or may not prove correct, and may be beyond PAS’ ability to control or predict which may cause the actual results or performance of PAS to be materially different from the results or performance expressed or implied by such forward-looking statements. Forward-looking statements are based on assumptions and contingencies and are not guarantees or predictions of future performance. No representation is made that any of these statements or forecasts will come to pass or that any forecast result will be achieved. Similarly, no representation is given that the assumptions upon which forward-looking statements may be based are reasonable. Forward-looking statements speak only as at the date of this document and PAS disclaims any obligations or undertakings to release any update of, or revisions to, any forward-looking statements in this document. All dollar values contained in this document are in Australian dollars (A$) unless otherwise stated.