Pershing Square Holdings, Ltd.:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION OR TO ANY NATIONAL, RESIDENT OR CITIZEN THEREOF. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive (as defined below) and, as such, does not constitute an offer to sell or the solicitation of an offer to purchase securities. A prospectus prepared pursuant to the Prospectus Directive was approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financële Markten) (the “AFM”) on 2 October 2014 (the “Prospectus”) and is available on the website of Pershing Square Holdings, Ltd. (“PSH” or the “Company”) http://pershingsquareholdings.com in connection with the admission to trading (“Admission”) of newly issued non-redeemable ordinary shares in the Company (the “Public Shares”) on Euronext in Amsterdam, the regulated market operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”).
This announcement is not an offer to sell, or a solicitation of an offer to purchase or subscribe for, any Public Shares. Public Shares may not be offered or sold in the United States absent registration or an exemption from registration. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
9 October 2014
Further to the announcement on 1 October 2014 relating to the successful placing of its Public Shares (the “Placing”), Pershing Square Holdings, Ltd., today announced that a copy of the Prospectus relating to the admission to trading of all of its Public Shares on Euronext Amsterdam is available from the website of the Company at http://pershingsquareholdings.com.
UBS Limited and Deutsche Bank AG, acting through its London branch (“Deutsche Bank”), acted as joint global coordinators and joint bookrunners, Credit Suisse Securities (Europe) Limited acted as joint bookrunner, ABN AMRO Bank N.V., Banco BTG Pactual S.A.-Cayman Branch and CIBC World Markets PLC acted as joint co-lead managers, and Dexion Capital plc acted as placing agent for the Placing (together the “Banks” and each a “Bank”).
IMPORTANT NOTICE
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 for any purpose whatsoever on the information or opinions contained in this announcement or on the completeness, accuracy or fairness of such information and opinions. Important limitations and other considerations in respect of the foregoing, including further discussions of risks related to any investment in the Company, is set out in the Prospectus.
The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of that Act.
In addition, the shares in the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
Each Bank acted for the Company in relation to the Placing and Admission, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to any matter contained in this announcement or any transaction, matter or arrangement referred to in it.
In connection with the Placing, Deutsche Bank, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, effect transactions with a view to supporting the market price of the Placing Shares at a higher level than that which might otherwise prevail in the open market.
The stabilising manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of Admission of the Public Shares to listing and trading on Euronext Amsterdam and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Placing Shares above the issue price. Except as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Placing.
All defined terms included herein shall have the same meaning as used in the Prospectus.
