TIDMGYM
RNS Number : 3401R
The Gym Group plc
14 June 2018
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN THE GYM GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE GYM
GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
14 June 2018
The Gym Group Plc
(""TGG" or "the Company")
The Gym Group Plc, low cost gym provider, is pleased to announce
the results of the equity placing launched yesterday, 13 June 2018
(the "Placing").
A total of 9,677,420 new ordinary shares in the capital of the
Company of 0.01 pence each (the "Placing Shares") have been placed
by Numis Securities Limited at a price of 248 pence per Placing
Share (the "Placing Price"), raising gross proceeds of
approximately GBP24 million (before expenses).
The Placing Shares represent approximately 7.5% of the issued
ordinary share capital of the Company prior to the Placing. The
Placing Price represents a discount of approximately 0.6% to the
closing price of 249.5 pence on 13 June 2018.
In relation to the above, applications have been made to the
Financial Conduct Authority for admission of the Placing Shares to
the premium listing segment of the Official List of the UK Listing
Authority and to the London Stock Exchange plc for admission to
trading of the Placing Shares on its main market for listed
securities (together, "Admission") and Admission is expected to
take place at 8.00 a.m. on 18 June 2018.
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, following this issue, the Company's issued
share capital consists of 137,952,704 ordinary shares.
The figure of 137,952,704 ordinary shares should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
For further information, please contact
The Gym Group via Instinctif
John Treharne, CEO
Richard Darwin, CFO
Numis (Financial Adviser and Broker)
Oliver Cardigan
Toby Adcock
Alasdair Abram 020 7260 1000
Instinctif
Matthew Smallwood
Justine Warren 0207 457 2020
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Richard Darwin.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan or the Republic
of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation
of the relevant securities laws of such jurisdiction. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions. The Placing
Shares have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "US Securities
Act"), or with any securities regulatory authority of any state or
jurisdiction of the United States or under the securities laws or
with any securities regulatory authority of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in "offshore
transactions" pursuant to Regulation S of the US Securities
Act.
All offers of Placing Shares will be made pursuant to an
exemption under the Prospectus Directive 2003/71/EC, as amended
from time to time, including by Directive 2010/73/EC to the extent
implemented in the relevant member state and includes any relevant
implementing directive measure in any member state (the "Prospectus
Directive") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 ("FSMA") does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Directive ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) persons
to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons"). This
Announcement and the Appendix must not be acted on or relied on by
persons who are not Relevant Persons.
The Placing Shares 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. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by Numis Securities Limited
("Numis"), or by any of its affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to any
interested person or its advisers, and any liability therefore is
expressly disclaimed. None of the information in this Announcement
has been independently verified or approved by Numis or any of its
partners, directors, officers, employees, advisers, consultants or
affiliates. Save for any responsibilities or liabilities, if any,
imposed on Numis by FSMA or by the regulator regime established
under it, no responsibility or liability is accepted by Numis or
any of its directors, officers, employees, advisers, consultants or
affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with
this Announcement or from any acts or omissions of the Company in
relation to the Placing.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority ("FCA"), is acting for the
Company and no-one else in connection with the Placing and
Admission. Neither Numis nor its affiliates, partners, directors,
officers, employees or agents are responsible to anyone other than
the Company for providing the protections afforded to clients of
Numis or for providing advice in connection with the Placing and
Admission or for any other matters referred to herein
The distribution of this Announcement (including the Appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
Numis that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Numis to inform themselves about, and to observe, such
restrictions.
Cautionary statements
This Announcement may contain and the Company may make
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. The information contained in this
Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the
requirements of the Listing Rules, the Disclosure and Transparency
Rules, MAR, the Prospectus Rules and/or FSMA), the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or
activities should not be taken as representation that such trends
or activities will continue in the future. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the
Official List of the main market of the London Stock Exchange
plc.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis has only procured investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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
ROILFFFIRVIVLIT
(END) Dow Jones Newswires
June 14, 2018 02:00 ET (06:00 GMT)
The Gym (LSE:GYM)
Historical Stock Chart
From Jun 2024 to Jul 2024
The Gym (LSE:GYM)
Historical Stock Chart
From Jul 2023 to Jul 2024