TIDMLGRS
RNS Number : 8598X
Peel Hunt LLP
23 December 2019
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
ACCELERATED BOOKBUILD OFFERING OF 9 MILLION EXISTING ORDINARY
SHARES IN LOUNGERS PLC (THE "COMPANY" OR "LOUNGERS") BY CERTAIN
FUNDS ADVISED BY LION CAPITAL LLP ("LION" OR THE "SELLERS")
Lion announces that, in response to market demand, they have
sold 9 million existing ordinary shares at a price of 210 pence per
share (the "Placing Shares") in the Company (representing
approximately 9.7% of the Company's issued share capital) (the
"Placing").
The Placing was conducted through an accelerated bookbuild.
Liberum Capital Limited ("Liberum") and Peel Hunt LLP ("Peel Hunt")
are acting for Lion as Joint Bookrunners in connection with the
Placing (the "Joint Bookrunners").
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 27 December 2019.
Following the Placing, Lion will continue to hold approximately
28.9% of the issued share capital of the Company. These shares are
subject to a 3 month lock-up (subject to waiver by the Joint
Bookrunners and to certain customary exceptions).
The Company will not receive any proceeds from the Placing.
Contacts / Enquiries
Peel Hunt
Al Rae / Sohail Akbar (ECM)
Dan Webster / George Sellar (Corporate) +44 20 7418 8914
Liberum
Andrew Godber / John Fishley +44 20 3100 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
AMENDED (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 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 Sellers only
in connection with the Placing and no one else, and will not be
responsible to anyone other than the Sellers 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 Sellers and is the sole responsibility of the Sellers
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 Liberum nor 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 Sellers or on
the Sellers' behalf or on Liberum's or Peel Hunt's behalf, in
connection with the Sellers 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOETJBTTMBITBTL
(END) Dow Jones Newswires
December 23, 2019 07:46 ET (12:46 GMT)
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