THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes 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, South Africa or Japan.
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 purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus (the "Prospectus"), including the risk factors set out therein, published by Fairview International PLC (the "Company" or " Fairview" " and, together with its subsidiaries, "the Group") today in connection with the proposed admission of such Ordinary Shares to the Equity Shares (Transition) Category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus will, if published, be available for inspection on the Company's website at www.fairviewplc.uk, subject to certain access restrictions.
Fairview International PLC
("Fairview" or the "Company")
Approval and Publication of Prospectus
Fairview confirms that the Prospectus in connection with its initial public offering has been approved by the FCA and has been published by the Company. The Prospectus has been published to enable the issue and admission to the Equity Shares (Transition) Category of the Official List and Trading on the London Stock Exchange's Main Market for the Listed Securities ("Admission") of 556,000,000 ordinary shares of £0.01 each in the Company ("Shares").
Conditional on Admission, the Company has carried out a Placing and Subscription of 26,500,000 Ordinary Shares at 10 pence per new Shares to raise £2.65 million before expenses.
The Prospectus will shortly be available on the Company's website subject to certain access restrictions:
https://www.fairviewplc.uk/prospectus2024
A copy of the Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at the following link:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 am (UK time) on 11 October 2024.
For further information, please contact:
Fairview International PLC | |
Daniel Chan, Chairman | chairman@fairview.edu.my |
Website: www.fairviewplc.uk | |
| |
Optiva Securities Limited | |
Vishal Balasingham | Tel: +44 (0)20 3137 1903 |
| | |
About Fairview International PLC
Fairview was established to acquire two companies which own and operate two private independent schools in Malaysia that offer the International Baccalaureate programme. One of these schools is located in Kuala Lumpur, the capital of Malaysia, and the other is located in the southern state of Johor close to the border with Singapore. These schools trade under the Fairview brand which was founded in 1978, and were subsequently acquired by Agodeus Sdn Bhd, a company owned by the Chian family, in 2012. There are three other schools in Malaysia and one in the United Kingdom that also trade under the Fairview brand, which are outside of the Company's group. All schools in the Fairview network are individually recognised by the International Baccalaureate Organisation as fully accredited to offer the IB programme across the primary and middle years; ages 5 to 16, with Fairview KL also offering the diploma programme for 16 to 19 year olds. Each of the schools not owned by the Company will continue to operate independently from the Company following Admission but will continue to use the Fairview brand under licence from the Company accessing the resources of the FIS Network. The Company acquired the school in Kuala Lumpur as it is the largest and flagship school that uses the Fairview brand, whilst the school in Johor was acquired as it focuses on the expatriate market in Singapore and so is more internationally focused than the remaining schools which are more focused on the domestic Malaysian market.
The Company plans to develop and operate its own schools and also to acquire more schools which can offer international education including the IB programmes both in Asia and the UK. The Company in particular believes there is an opportunity to acquire underperforming private independent schools in the UK and adapt its product offering to be authorised to offer the IB programme. With a rise in popularity of the IB programme in both the independent and state sector in the UK, with a growing acceptance of IB graduates by UK universities, the Directors believe that the Company's schools will appeal particularly to the ASEAN, China and Hong Kong market; particularly families looking for an educational foundation in the UK prior to studying at a UK University. This option has become increasingly attractive to Asian parents as they are increasingly concerned about the safety of their children and have a perception that Asian pupils are less welcome in further education establishments in the United States and Australia which traditionally would also have been considered by Asian parents as university destinations.
For further information, visit www.fairviewplc.uk.
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.
This announcement is not an offer, solicitation or sale of securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities described in this announcement will only be offered in the United States to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S thereunder. The Ordinary Shares have not been and will not be registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This information is for your internal use and may not be forwarded or redistributed to any other persons.
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This announcement is not an offer, solicitation or sale of securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Ordinary Shares have not been and will not be registered under the Securities Act, or under any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This information is for your internal use and may not be forwarded or redistributed to any other persons.
The information in this announcement is only being distributed to and is only directed at, persons who are persons in the UK that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a "relevant person"). Any person in the UK that is not a relevant person should not act or rely on this document or any of its contents. Any investment activity to which this announcement relates is reserved for relevant persons only and may only be engaged in by relevant persons.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of Ordinary Shares in any province or territory of Canada including but limited to "accredited investors" as defined in National Instrument 45-106 Prospectus Exemptions, or the Securities Act (Ontario), as applicable, and "permitted clients" as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
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