TIDMGYM
RNS Number : 0498F
The Gym Group plc
09 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement for the purposes of the UK
Prospectus Rules of the Financial Conduct Authority (the "FCA") and
not a prospectus and not an offer to sell, or a solicitation of an
offer to subscribe for or to acquire, securities in any
jurisdiction, including in or into Australia, Canada, Japan or the
United States of America. 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 subscribe for or purchase any
shares referred to in this announcement except on the basis of
information contained in the prospectus (the "Prospectus") which is
expected to be published today by The Gym Group plc (the "Company"
and together with its subsidiaries, "The Gym" or the "Group") in
connection with the proposed offer and admission of its ordinary
shares (the "Shares") to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of London Stock Exchange plc ("London Stock
Exchange").
9 November 2015
The Gym Group plc
Publication of Prospectus
Further to the announcement that The Gym published earlier today
in connection with its initial public offering (the "Offer"), The
Gym is pleased to announce that its prospectus dated 9 November
2015 (the "Prospectus") has been approved by the UK Listing
Authority.
The Prospectus relates to the admission of the Company's
ordinary shares to the premium listing segment of the Official List
of the FCA and to trading on the main market for listed securities
of the London Stock Exchange.
Copies of the Prospectus will be available at the Company's
registered office at Woodbridge House, Woodbridge Meadows,
Guildford, Surrey GU1 1BA and will also be available on the website
of the Company at www.tggplc.com, subject to applicable securities
laws.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
The Gym Group plc via FTI Consulting
John Treharne, Chief Executive Officer
Richard Darwin, Chief Financial
Officer
Jim Graham, Chief Operating Officer
Numis
Alex Ham
Oliver Cardigan
Oliver Hardy
Toby Adcock 020 7260 1000
Barclays
Mark Astaire
James Colburn
Ben West 020 7623 2323
Peel Hunt
Dan Webster
Jock Maxwell Macdonald 0207 418 8900
FTI Consulting (Financial PR)
Jonathon Brill
Alex Beagley
James Styles 020 3727 1000
Notes to editors
Except where the context otherwise requires, defined terms used
in these notes to editors and this announcement have the meanings
given to such terms in the Prospectus.
DISCLAIMER / FORWARD-LOOKING STATEMENTS
Important notice
Neither this announcement nor any copy of it may be taken or
transmitted, directly or indirectly, into the United States
(including its territories and possessions), Australia, Canada or
Japan or to any persons in any of those jurisdictions or any other
jurisdictions where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. The Offer and the
distribution of this announcement and other information in
connection with the Offer and Admission in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement, any 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.
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, fairness or completeness.
This announcement does not contain or constitute or form part of
any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for any Shares or other
securities to any person in the United States (including its
territories and possessions, any State of the United States and the
District of Columbia), Australia, Canada or Japan or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection
with, or act as an inducement to enter into any contract or
commitment whatsoever.
The Shares referred to herein may not be offered or sold,
directly or indirectly, in the United States unless registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or offered in a transaction exempt from, or not subject to,
the registration requirements of the Securities Act. The offer and
sale of Shares referred to herein have not been and will not be
registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States, Australia, Canada or Japan. Subject to certain exceptions,
the Shares referred to herein may not be offered or sold in United
States, Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of United States,
Australia, Canada or Japan. There will be no public offer of the
Shares in the United States, Australia, Canada or Japan.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area (the "EEA"), other
than the United Kingdom, who are qualified investors within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC), as amended ("Qualified Investors"). In addition, in
the United Kingdom, this announcement is addressed and directed
only at Qualified Investors who (i) are persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (ii) are persons
who are high net worth entities falling within Article 49(2)(a) to
(d) of the Order and (iii) to persons to whom it may otherwise be
lawful to communicate it to (all such persons being referred to as
"relevant persons"). Any investment or investment activity to which
this announcement relates is available only to relevant persons in
the United Kingdom and Qualified Investors in any member state of
the EEA other than the United Kingdom and will be engaged in only
with such persons. Other persons should not rely or act upon this
announcement or any of its contents.
This announcement contains statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
The forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
The forward-looking statements speak only as of the date they are
made and cannot be relied upon as a guide to future
performance.
Barclays and Numis have been appointed as joint sponsors, as
joint global co-ordinators and as joint bookrunners. Peel Hunt has
been appointed as lead manager. Barclays Capital Securities Limited
("BCSL" and together with Barclays, Numis and Peel Hunt, the
"Banks") has been appointed as settlement manager. Each of the
Company and the Banks and their respective affiliates expressly
disclaim any obligation or undertaking to update, review or revise
any of the forward-looking statements contained in this
announcement whether as a result of new information, future
developments or otherwise.
The Offer timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
There is no guarantee that the Offer and Admission will occur and
you should not base your financial decisions on the Company's
intentions in relation to the Offer and Admission at this stage.
Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all or part of the
amount invested. Before purchasing any Shares, persons viewing this
announcement or any of the documents relating to the Offer should
ensure that they fully understand and accept the risks that are set
out in the Prospectus. Persons considering making such investments
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Offer. The value of the Shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Offer for the
person concerned. Past performance cannot be relied upon as a guide
to future performance.
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