TIDMGYM
RNS Number : 9942J
Numis Securities Limited
15 September 2016
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PROPOSED PLACING OF APPROXIMATELY 15 MILLION ORDINARY SHARES IN
the GYM Group PLC (THE "COMPANY" OR "GYM") BY CERTAIN FUNDS ADVISED
BY PHOENIX EQUITY PARTNERS LIMITED ("PHOENIX"), A FUND MANAGED BY
BRIDGES VENTURES LLP
("BRIDGES"), AND PAUL GILBERT ( TOGETHER WITH PHOENIX, BRIDGES AND PAUL GILBERT, THE "SELLERS")
15 SEPTEMBER 2016
The Sellers announce their intention to sell approximately 15
million ordinary shares (the "Placing Shares") in the Company. The
Placing Shares represent approximately 12 % of the Company's issued
share capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Numis Securities Limited ("Numis") and
Barclays Bank PLC, acting through its investment bank ("Barclays"),
are acting for Phoenix and Bridges as Joint Bookrunners in
connection with the Placing (the "Joint Bookrunners"). Numis is
acting for Paul Gilbert, the Company's Senior Independent
Non-Executive Director, in connection with the Placing.
The remainder of the Company's shares held by the Sellers
following the Placing will be subject to a lock-up which ends 90
days after completion of the Placing (subject to waiver by the
Joint Bookrunners and to certain customary exceptions).
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by the
Joint Bookrunners and the Sellers at the close of the bookbuild
process, and the results of the Placing will be announced as soon
as practicable thereafter. The timings for the close of the
bookbuild process are at the absolute discretion of the Joint
Bookrunners. The placing is subject to demand, price and market
conditions.
Contacts / Enquiries
Numis
Alex Ham / Toby Adcock 0207 260 1000
Barclays
Angela Park / Ben Newmark: 020 7623 2323
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE
2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa or Japan. Such securities may not be
offered or sold in the United States unless registered under the US
Securities Act or offered in a transaction exempt from, or not
otherwise subject to, the registration requirements of the US
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of such securities in the United States or in any other
jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
the Sellers, Numis, Barclays or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. 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.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, Numis, Barclays or
any of their respective affiliates that would, or which is intended
to, permit a public offer of the Placing Shares in any jurisdiction
or possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Sellers, Numis and Barclays to inform themselves about and to
observe any applicable restrictions.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom is acting
only for Phoenix and Bridges in connection with the Placing and
will not be responsible to anyone other than Phoenix and Bridges
for providing the protections offered to the clients Barclays nor
for providing advice in relation to the Placing or any matters
referred to in this announcement.
Numis, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting for the Sellers
in connection with the Placing and will not be responsible to
anyone other than the Sellers for providing the protections offered
to the clients of Numis nor for providing advice in relation to the
Placing or any matters referred to in this announcement.
Numis, Barclays and any of their respective affiliates acting as
an investor for its own account may participate in the offering on
a proprietary basis and in that capacity may retain, purchase or
sell for their own account such Placing Shares. In addition they
may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Neither of Numis or Barclays intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
This document includes 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 "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCKMGMLKKMGVZM
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