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RNS Number : 1463I

Peel Hunt LLP

10 December 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014

RESULT OF SECONDARY PLACING IN LOUNGERS PLC (THE "COMPANY" OR "LOUNGERS").

Lion Capital LLP ("Lion Capital"), Alex Reilley (Co-Founder and Chairman), Nick Collins (Chief Executive Officer) and Jake Bishop (Co-Founder and Commercial Director) (collectively, the "Selling Shareholders") announce that, in aggregate, they have sold approximately 4.25 million ordinary shares (the "Placing Shares") in the Company at a price of 215 pence per share (the "Placing Price"), which represents approximately 4.2% of the Company's issued share capital.

The Placing was conducted through an accelerated bookbuild (the "Placing"). Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum", and together with Peel Hunt the "Joint Bookrunners") are acting for the Selling Shareholders in connection with the Placing.

The proceeds of the Placing are payable in cash on usual settlement terms, and closing of the Placing is expected to occur on a T+2 basis on 14 December 2020.

Following the Placing the beneficial interests of the Selling Shareholders are as follows:

 
 Selling Shareholder    Percentage of Issued Share Capital 
                          Immediately Following Completion 
                                            of the Placing 
 Lion Capital                                       26.10% 
                       ----------------------------------- 
 Alex Reilley                                        6.79% 
                       ----------------------------------- 
 Nick Collins                                        1.06% 
                       ----------------------------------- 
 Jake Bishop                                         6.35% 
                       ----------------------------------- 
 

The remainder of the Company's shares held by Alex Reilley, Nick Collins, and Jake Bishop following the Placing will be subject to a lock-up which ends 180 days after completion of the Placing (subject to waiver by the Joint Bookrunners and to certain customary exceptions).

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

 
Contacts / Enquiries 
Peel Hunt 
 Al Rae / Sohail Akbar / Max Irwin (ECM) 
 Dan Webster / Andrew Clark / Will Bell (Consumer,      +44 20 7418 
 Retail & Leisure)                                       8900 
Liberum                                                 +44 20 3100 
 Andrew Godber / John Fishley / Louis Davies             2000 
 
 
 

IMPORTANT NOTICE

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE 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 AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, absent registration except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in accordance 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 or in any other jurisdiction.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Loungers plc and Loungers plc's shares. Such information has not been independently verified. 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 on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, either of the Joint Bookrunners or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of Loungers plc or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by either of the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Loungers plc or its shares.

Liberum and Peel Hunt are each authorised and regulated by the FCA. Each of the Joint Bookrunners is acting for the Selling Shareholders only in connection with the Placing and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients of the Joint Bookrunners nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by the Joint Bookrunners on behalf of the Selling Shareholders and is the sole responsibility of the Selling Shareholders apart from the responsibilities and liabilities, if any, that may be imposed on Liberum or Peel hunt by the Financial Services and Markets Act 2000. Neither Peel Hunt accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Selling Shareholders or on the Selling Shareholders' behalf or on Liberum's or Peel Hunt's behalf, in connection with the Selling Shareholders or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Liberum and Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

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December 10, 2020 02:00 ET (07:00 GMT)