TIDMGYM
RNS Number : 9419J
Gym Group PLC (The)
16 April 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED ANDIS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
16 April 2020
The Gym Group PLC
Proposed Placing of Ordinary Shares
The Gym Group plc (the "Company" or "TGG"), the nationwide
operator of 179 low cost 24/7, no contract gyms, announces its
intention to conduct a placing of new ordinary shares of 0.01p each
("Ordinary Shares") (the "Placing"). In addition, in conjunction
with the Placing, the directors of the Company and certain members
of the Executive Management team intend to subscribe (the
"Subscription") for new Ordinary Shares (the "Subscription Shares")
at the Placing Price (as defined below) to contribute approximately
GBP175k in aggregate. The Company intends to issue up to
approximately 19.9% of the current issued share capital of the
Company in connection with the Placing and Subscription.
The Placing will be conducted through an accelerated bookbuild
process which will be launched immediately following this
announcement, in accordance with the terms and conditions of the
Placing set out in the Appendix. The Subscription Shares will be
subscribed for on the basis agreed pursuant to subscription letters
with the Company, rather than pursuant to the terms and conditions
of the Placing contained in Appendix 1 to this Announcement.
Numis Securities Limited ("Numis") and Peel Hunt LLP ("Peel
Hunt", together with Numis, the "Joint Bookrunners") are acting as
joint bookrunners in relation to the Placing. The Company, Numis
and Peel Hunt have entered into a placing agreement dated 16 April
2020 in connection with the Placing.
Overview
-- The net proceeds of the Placing and Subscription will be used
to strengthen TGG's balance sheet and provide liquidity whilst
TGG's gyms are closed during this period of unprecedented COVID-19
disruption
-- The Board believes that a strengthened balance sheet will
enable the Company to take advantage of growth opportunities in the
immediate aftermath of the COVID-19 crisis both in terms of
membership acquisition and by restarting its site roll out
programme
-- Credit approval has been received for an amendment to the
Company's existing GBP70m committed bank facility, maturing October
2023, with its existing lenders HSBC, Natwest and Banco de Sabadell
to provide commitments for an incremental GBP30m for an 18 month
period (the "New Debt Facility"). The amendment which remains
subject to final documentation, provides for a revised financial
covenant testing regime and is subject to completion of the
Placing
-- The Board is confident that the additional financing from the
Placing and Subscription and New Debt Facility, alongside a broad
range of cost saving actions, will ensure sufficient liquidity even
in the event of its most pessimistic trading scenario
-- Directors and certain members of the Executive Management
team intend to subscribe for Subscription Shares to contribute
approximately GBP175k in aggregate.
-- The Placing will be conducted through an accelerated
bookbuild process (the "Bookbuild") that will open with immediate
effect following this Announcement
-- The final number of Ordinary Shares issued in the Placing ("
Placing Shares ") and the Subscription, and the price at which such
shares will be subscribed for (the "Placing Price"), will be agreed
by Numis, Peel Hunt and the Company at the close of the Bookbuild,
and the result will be announced as soon as practicable
thereafter
-- The timing for the close of the Bookbuild, the allocation of
the Placing Shares and the Placing Price shall be determined
together by Numis, Peel Hunt and the Company. The Placing is not
underwritten
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Rationale for the Placing
The Company entered 2020 following a year of strong performance
in 2019, and trading in January and February of 2020 was
encouraging with the Group reaching record membership numbers of
891,000 at the end of February. However, in line with UK Government
guidelines in response to COVID-19, on 20 March 2020 the Company
temporarily closed all 179 of its sites.
As announced on 19 March 2020, in anticipation of potential
closures, management put in place a number of actions to reduce
cash outgoings including halting the roll out of new sites and
reducing both capital and operating expenditure to essential spend
only. The Company also commenced discussions with its existing
lenders HSBC, Natwest and Banco de Sabadell (the "Banks"). These
discussions have progressed such that credit approval has been
received for an amendment to its existing GBP70m committed bank
facility, maturing October 2023, to provide additional commitments
of GBP30m for an 18 month period. The amendment also provides for a
revised financial covenant testing regime, taking into account the
current period of closure of the Company's gyms and their reopening
over the next six months, and remains subject to final
documentation and completion of the Placing. During the period that
the New Debt Facility can be accessed the payment of dividends
requires the consent of the Banks.
The Company has also continued to take further actions to
conserve cash. This has involved ongoing discussions with the
Company's landlord, supplier and employee stakeholders. In
addition, the executive directors have taken a material temporary
reduction in salaries and have deferred 50% of their 2019 bonus
award. All non-executive Board members have agreed to forego their
board fees for the second quarter of 2020. The Company is also
participating in a number of the relevant UK Government COVID-19
support initiatives announced to date, including rates relief, the
Coronavirus Job Retention Scheme for furloughed workers, and the
deferral of some payments due to HMRC.
As at 31 March 2020, the Company had cash on hand of GBP22.4m,
having fully drawn its GBP70m existing bank facility. Management's
immediate mitigation actions have in aggregate reduced the
Company's monthly cash burn during the temporary closure period to
GBP5m, excluding the unwind of working capital and other capital
commitments over the next five months, which in total are
approximately GBP12m.
Given the uncertainty of the duration of the current disruption,
the Board believes the Placing and Subscription to be a prudent
measure to further strengthen the Company's balance sheet, working
capital and liquidity position. The Board is confident that the
steps being taken will ensure sufficient liquidity even in the
event of its most pessimistic trading scenario which assumes a
total closure of the estate for the remainder of 2020 and a
significantly reduced membership upon reopening.
The Board also believes that the strengthened balance sheet will
provide the Company with the ability to take advantage of growth
opportunities in the immediate aftermath of the COVID-19 crisis
both in terms of membership acquisition and by restarting its site
roll out programme.
Shareholder Consultation
The Company has consulted with its major institutional
shareholders ahead of the release of this Announcement. The Board
of Directors has concluded the Placing and Subscription is in the
best interests of shareholders and wider stakeholders and will
promote the long term success of the Company. This conclusion has
been endorsed by that consultation. The Placing structure minimises
cost and time to completion at an important and unprecedented time
for the Company.
For further information, please contact:
The Gym Group: Via Instinctif Partners
Richard Darwin, CEO
Mark George, CFO
Numis Securities 020 7260 1000
Luke Bordewich
George Price
Alasdair Abram
Peel Hunt 020 7418 8900
Dan Webster
George Sellar
Andrew Clark
Instinctif Partners:
Matthew Smallwood
Justine Warren 020 7457 2005
This announcement is released by The Gym Group plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
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 Katy Tucker, Company Secretary.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Details of the Placing and Subscription
Numis and Peel Hunt are acting as joint bookrunners and
corporate broker in connection with the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being this "Announcement").
The Joint Bookrunners will today commence a bookbuilding process in
respect of the Placing (the "Bookbuilding"). The price per Ordinary
Share at which the Placing Shares are to be placed (the "Placing
Price") will be decided at the close of the Bookbuilding. The book
will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations will be
at the discretion of the Joint Bookrunners and TGG. Details of the
Placing Price and the number of Placing Shares and Subscription
Shares will be announced as soon as practicable after the close of
the Bookbuilding. The Placing will be effected by way of a placing
of new Ordinary Shares in the Company for non-cash consideration.
Peel Hunt will subscribe for ordinary shares and redeemable
preference shares in Henry Funding Limited ("JerseyCo"), a wholly
owned subsidiary of the Company, for an amount approximately equal
to the net proceeds of the Placing. The Company will allot and
issue the Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in JerseyCo, that will be issued to
Peel Hunt.
Directors and certain members of the Executive Management team
intend to subscribe for Subscription Shares to contribute
approximately GBP175k in aggregate. The Executive Directors intend
to participate by investing 50 per cent. of their 2019 bonus award
(net of tax) (approximately GBP48.4k in aggregate) to subscribe for
Subscription Shares (with the balance of that bonus award remaining
deferred).
The Placing Shares and Subscription Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue. The number of Placing Shares and Subscription Shares
in aggregate will not exceed approximately 19.9% of the current
issued share capital of the Company.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the main market for listed securities of
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement for the Placing Shares and Subscription
Shares and Admission is expected to take place on or before 8.00
a.m. on 21 April 2020. The Placing is conditional, among other
things, upon Admission becoming effective and the placing agreement
between the Company and Numis and Peel Hunt (as joint bookrunners)
(the "Placing Agreement") not being terminated in accordance with
its terms. As part of the Placing, the Company has agreed that it
will not issue or sell Ordinary Shares for a period ending 90 days
after Admission, without the prior written consent of the Joint
Bookrunners . The Appendix sets out further information relating to
the Bookbuilding process and the terms and conditions of the
Placing.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED
KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
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 US Securities Act, as amended (the "US Securities Act"),
or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, resold, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. There is no intention to register any portion of the
Placing in the United States or to conduct any public offering of
securities in the United States or elsewhere.
All offers of the Placing Shares in the United Kingdom and the
EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
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.
By participating in the Bookbuilding and the Placing, each
person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.
This Announcement may contain and the Company may make verbal
statements containing "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,
including amongst other things, the macroeconomic and other impacts
of COVID-19, United Kingdom domestic and global economic business
conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. 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.
Except as required by applicable law or regulation, 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 statement is
based.
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 (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) 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, the Joint Bookrunners will only procure 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.
Peel Hunt is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Peel Hunt will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
Numis is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and Numis will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective 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 or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX: PLACING TERMS AND CONDITIONS
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. The Placing Shares are being offered and sold only (i)
outside of the United States in accordance with Regulation S under
the US Securities Act ("Regulation S") and otherwise in accordance
with applicable laws and; (ii) in the United States to a limited
number of "qualified institutional buyers" ("QIBs") as defined in
Rule 144A under the US Securities Act pursuant to an exemption from
the registration requirements of the US Securities Act. There will
be no public offer of the securities mentioned herein in the United
States.
This announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or 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.
Each placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of placing
shares.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom and the
EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.
The Placing Shares have not been approved or disapproved by the
United States 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 should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuilding and the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each, a "Relevant Member State") who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) located outside the United State and
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S of the US
Securities Act; or (ii) a QIB as defined in Rule 144A under the US
Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (together, the
"Publicly Available Information") and subject to any further terms
set forth in the Form of Confirmation sent to Placees by the Joint
Bookrunners to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own
attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Numis and Peel Hunt are acting as joint bookrunners in
connection with the Placing and have today entered into the Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, the Joint
Bookrunners, as agents for and on behalf of the Company, have
severally (and not jointly or jointly and severally) agreed to use
their respective reasonable endeavours to procure placees for the
Placing Shares.
The final number of Placing Shares at the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between the Joint Bookrunners and the Company following the
Bookbuilding (the "Placing Supplement").
The Placing is not underwritten by the Joint Bookrunners. In
accordance with the terms of the Placing Agreement, subject to the
execution of the Placing Supplement, if Placees fail to take up
their allocation of Placing Shares at the Placing Price, the Joint
Bookrunners agree to take up such shares and the Company agrees to
allot and issue such shares to the Joint Bookrunners, at the
Placing Price and on the terms set out in the Placing
Agreement.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Peel Hunt will
subscribe for ordinary shares and redeemable preference shares in
Henry Funding Limited ("JerseyCo"), a wholly owned subsidiary of
the Company, for an amount approximately equal to the net proceeds
of the Placing. The Company will allot and issue the Placing Shares
on a non-pre-emptive basis to Placees in consideration for the
transfer of the ordinary shares and redeemable preference shares in
JerseyCo, that will be issued to Peel Hunt.
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for listing and admission to trading
Applications will be made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (the "Official List") and to the London
Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on its main market for listed
securities (together, "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. BST on 21 April 2020 (or such later time or
date as the Joint Bookrunners may agree with the Company, being no
later than 8.30 a.m. BST on 11 May 2020) and that dealings in the
Placing Shares will commence at that time.
Bookbuilding
The Joint Bookrunners will today commence the accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuilding"). This Announcement gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing as joint
bookrunners and placing agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners . Each of the Joint Bookrunners may itself agree
to be a Placee in respect of all or some of the Placing Shares or
may nominate any member of its group to do so.
3. The Bookbuilding, if successful, will establish a single
price payable to the Joint Bookrunners (as applicable), as agents
for the Company, by all Placees whose bids are successful (the
"Placing Price"). The number of Placing Shares and the Placing
Price will be agreed by the Joint Bookrunners (in consultation with
the Company) following completion of the Bookbuilding. Subject to
the execution of the Placing Supplement, the Placing Price and the
number of Placing Shares to be issued will be announced on a RIS
following the completion of the Bookbuilding via the Result of
Placing Announcement.
4. To bid in the Bookbuilding, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at the relevant Joint Bookrunner. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at either the Placing Price which is
ultimately established by the Company and the Joint Bookrunners, or
at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint Bookrunners on the basis referred to in
paragraph 8 below. The Joint Bookrunners reserve the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at the Joint Bookrunners' absolute
discretion, subject to agreement with the Company.
5. The Bookbuilding is expected to close no later than 7.00 a.m.
(BST) on 17 April 2020 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the
Bookbuilding has closed. The Company reserves the right (upon the
agreement of the Joint Bookrunners) to reduce the number of shares
to be issued pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined by the
Company after consultation with the Joint Bookrunners (the proposed
allocations having been supplied by the Joint Bookrunners to the
Company in advance of such consultation). Subject to the execution
of the Placing Supplement, allocations will be confirmed orally by
the Joint Bookrunners and a Form of Confirmation will be despatched
as soon as possible thereafter. The Joint Bookrunners' oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of the Joint Bookrunner and the Company, to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. A bid in the Bookbuilding will be made on
the terms and subject to the conditions in this Announcement
(including this Appendix) and will be legally binding on the Placee
on behalf of which it is made and except with the Joint
Bookrunners' consent, such commitment will not be capable of
variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of
Confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations under the Bookbuilding and the Placing will
be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, neither the Joint
Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Placing.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
13. All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on customary conditions, including
(amongst others) (the "Conditions"):
1. Admission occurring no later than 8.00 a.m. BST on 21 April
2020 (or such later time or date as the Joint Bookrunners may agree
with the Company, being no later than 8.30 a.m. BST on 11 May 2020)
(the "Closing Date");
2. the delivery by the Company to the Joint Bookrunners of a
certificate signed by a Director for and on behalf of the Company
not later than 5.00 p.m. BST on the Business Day immediately prior
to the date on which Admission is expected to occur (and dated as
of such date);
3. in the opinion of the Joint Bookrunners, there having been no
material adverse effect, or any development or matter reasonably
expected to have a material adverse effect, in or affecting the
business, condition (financial, operational, legal or otherwise),
results of operations, earnings or assets of the Group, whether or
not arising in the ordinary course of business between the date of
the Placing Agreement and Admission ; and
4. the Company having complied with all of its obligations under
the Placing Agreement, the JerseyCo Option Agreement (as defined in
the Placing Agreement) and JerseyCo Subscription and Transfer
Agreement (as defined in the Placing Agreement) which fall to be
performed or satisfied prior to Admission to the extent material in
the context of the Placing and Admission.
The Joint Bookrunners (if they both agree) may, at their
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the Conditions or extend the time or
date provided for fulfilment of any such Conditions in respect of
all or any part of the performance thereof. The condition in the
Placing Agreement relating to Admission taking place may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or
date specified (or such later time or date as the Joint Bookrunners
may agree with the Company, being no later than 8.30 a.m. BST on 11
May 2020); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the
Placing Agreement", the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
None of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Right to terminate under the Placing Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things):
1. where there has been a breach by the Company of any of the
warranties in the Placing Agreement;
2. the Company fails to comply with any provision of the Placing
Agreement, the JerseyCo Subscription and Transfer Agreement and/or
the JerseyCo Option Agreement that is material in the context of
the Placing and/or Admission;
3. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by the Joint Bookrunners; or
4. the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by either of the Joint Bookrunners of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of such Joint Bookrunner
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances
described above under "Right to terminate under the Placing
Agreement" and "Conditions of the Placing", and its participation
will not be capable of rescission or termination by it after oral
confirmation by the Joint Bookrunners of the allocation and
commitments following the close of the Bookbuilding.
Restriction on Further Issue of Shares
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 90 days after
Admission, it will not, without the prior written consent of the
Joint Bookrunners not offer to issue, grant any option for the
issuance of, or otherwise dispose of or transfer, or announce any
intention to do so, in a public offering or by way of private
placement, any Ordinary Shares or any securities convertible into
Ordinary Shares provided that the foregoing restrictions shall not
restrict the ability of the Company or any other member of the
Group during the Restricted Period to : (i) any Ordinary Shares
issued or options or awards as appropriate granted or to be granted
under the Company's existing share option schemes; (ii) any
Ordinary Shares issued in respect of options, warrants or
convertibles outstanding at the date hereof; and (iii) the
allotment and issue of the Placing Shares pursuant to the Placing
and subject to the terms of this agreement.
By participating in the Placing, Placees agree that the exercise
by either of the Joint Bookrunners of any power to grant consent to
the undertaking by the Company of a transaction which would
otherwise be subject to the restrictive provisions on further
issuance under the Placing Agreement shall be within the absolute
discretion of that Joint Bookrunner and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BZBX0P70) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Joint Bookrunners reserve the
right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuilding, each Placee to be
allocated Placing Shares in the Placing will be sent a Form of
Confirmation stating the number of Placing Shares allocated to them
at the Placing Price, the aggregate amount owed by such Placee to
the Joint Bookrunners and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by the relevant Joint Bookrunner as agent for the Company
and the relevant Joint Bookrunner will enter its delivery
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares
will take place on 21 April 2020 on a delivery versus payment
basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners .
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Joint Bookrunners may sell any or
all of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for the Joint Bookrunners'
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and will be required to bear any stamp duty or stamp
duty reserve tax or other taxes or duties (together with any
interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued in a Placee's name or that of its nominee or in the name of
any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), none of the Joint
Bookrunners nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as joint bookrunners
and placing agents of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are listed on the premium listing segment
of the Official List and are admitted to trading on the main market
of the London Stock Exchange and that the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the FCA, which includes
a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and
that it is able to obtain or has access to such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
companies, without undue difficulty;
3. to be bound by the terms of the articles of association of the Company;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and each of the Joint Bookrunners
on an after-tax basis in respect of any Indemnified Taxes;
5. neither the Joint Bookrunners nor any of their affiliates,
agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Joint Bookrunner) in connection with the Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such Documents to any person;
9. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuilding, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuilding, the Placing or the
Placing Shares;
10. in connection with the Placing, the Joint Bookrunners and
any of their affiliates acting as an investor for its own account
may subscribe for Placing Shares in the Company and in that
capacity may retain, purchase or sell for its own account such
Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to each
of the Joint Bookrunners or any of their affiliates acting in such
capacity;
11. each of the Joint Bookrunners and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
12. each of the Joint Bookrunners does not intend to disclose
the extent of any investment or transactions referred to in
paragraphs 10 and 11 above otherwise than in accordance with any
legal or regulatory obligation to do so;
13. none of the Joint Bookrunners or the Company owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of either of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their respective rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither the Joint Bookrunners nor
their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements , express or
implied, made, by any of the Joint Bookrunners or the Company nor
any of their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuilding)
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of any information contained
in the Placing Documents, or the Publicly Available Information or
otherwise;
18. none of the Joint Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide , it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of the Joint
Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information;
19. none of the Joint Bookrunners nor the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
20. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of its affiliates or any person
acting on their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to the Company, Joint Bookrunners or any of
their respective affiliates for all or part of any such loss it may
suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or the Joint
Bookrunners for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in the Joint Bookrunners , the Company or any of
their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of the
Joint Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe for upon
the terms of this Announcement;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, Canada, Japan or the
Republic of South Africa, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Joint Bookrunners or any
person acting on behalf of the Company or the Joint Bookrunners
that would, or is intended to, permit a public offer of the Placing
Shares in the United States, Australia, Canada, Japan or the
Republic of South Africa or any country or jurisdiction, or any
state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;
29. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
30. unless otherwise specifically agreed with the Joint
Bookrunners , it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
Japan, the Republic of South Africa or any province or territory of
Canada;
31. it may be asked to disclose in writing or orally to the Joint Bookrunners :
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. unless otherwise specifically agreed with the Joint
Bookrunners, it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares is (i)
located outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (ii) a QIB and will duly execute
a US investor letter and deliver the same to one of the Joint
Bookrunners or its affiliates;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S of the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of
Regulation D;
34. It understands that the Placing Shares offered and sold in
the United States are "restricted securities" within the meaning of
Rule 144(a)(3) under the US Securities Act and, so long as the
Placing Shares are "restricted securities", it will not deposit the
Placing Shares into any unrestricted depositary receipt facility
maintained by any depositary bank in respect of the Company's
shares. It will not reoffer, sell, pledge or otherwise transfer the
Placing Shares except: (i) in an offshore transaction in accordance
with Regulation S under the Securities Act; (ii) in the United
States to QIBs pursuant to Rule 144A or (iii) pursuant to Rule 144
under the Securities Act (if available) or another exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act, in each case in compliance with all
applicable securities laws of the United States or any State or
other jurisdiction of the United States;
35. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, directly or indirectly, in or into or from
the United States except pursuant to an effective registration
under the US Securities Act or pursuant to an exemption from the
registration requirements of the US Securities Act and in
accordance with applicable state securities laws;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. if in a member state of the EEA or the United Kingdom,
unless otherwise specifically agreed with the Joint Bookrunners in
writing, it is a Qualified Investor;
38. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
39. if a financial intermediary, as that term is used in the
Prospectus Regulation, the Placing Shares subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state of the EEA which has
implemented the Prospectus Regulation other than Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to each proposed offer or
resale;
40. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
41. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
42. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by either Joint Bookrunner in its capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
43. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
44. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
45. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
46. in order to ensure compliance with the Regulations, each of
the Joint Bookrunners (for itself and as agent on behalf of the
Company) or the Company's registrars may, in its absolute
discretion, require verification of its identity. Pending the
provision to the relevant Joint Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the relevant Joint Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identify the relevant Joint Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the relevant Joint
Bookrunner and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
47. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
48. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Joint Bookrunners may in their sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
49. any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from the relevant Joint
Bookrunner 's money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee;
50. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
51. none of the Joint Bookrunners, nor any of its affiliates,
nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
52. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
53. the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Announcement are
in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
54. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as each of the Joint Bookrunners and
are irrevocable. The Joint Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and the Joint Bookrunners to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by the Joint Bookrunners, the Company or
each of their respective affiliates, agents, directors, officers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the Joint
Bookrunners will be responsible and the Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or the Joint Bookrunners in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for
Placing Shares.
The Company and the Joint Bookrunners are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom or any country in the EEA.
Each prospective Placee should, therefore, take its own advice as
to whether any such tax liability arises and notify the Joint
Bookrunners and the Company accordingly. Furthermore, each
prospective Placee agrees to indemnify on an after-tax basis and
hold each of the Joint Bookrunners and/or the Company and their
respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent
that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the premium
segment of the main market, a market operated by the London Stock
Exchange plc.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
APPENDIX II
DEFINITIONS
The following definitions apply in Appendix I to this
Announcement, and as the context shall admit, in the
Announcement:
Announcement this Announcement, including
this Appendix and the terms
and conditions set out herein;
Bookbuilding the bookbuilding process to
be conducted by the Joint Bookrunners
to arrange participation by
Placees in the Placing;
BST British Summer Time;
Company The Gym Group plc;
CREST the computerised settlement
system to facilitate transfer
of the title to an interest
in securities in uncertificated
form operated by Euroclear UK
& Ireland;
EEA European Economic Area;
Euroclear UK & Ireland Euroclear UK & Ireland Limited;
FCA the Financial Conduct Authority;
Form of Confirmation the form of confirmation or
contract note made between the
Joint Bookrunners (as the case
may be) and the Placees which
incorporate by reference the
terms and conditions of the
Placing contained in this Announcement;
FSMA the Financial Services and Markets
Act 2000;
Group the Company and its subsidiary
undertakings (and "Group Company"
shall be construed accordingly);
Joint Bookrunners Numis and Peel Hunt;
Listing Rules means the publication entitled
"The Listing Rules" produced
by the FCA and incorporating
the listing rules made by the
FCA for the purposes of Part
VI of the FSMA and in the exercise
of its functions in respect
of the admission of securities
to the Official List otherwise
than in accordance with Part
VI of the FSMA;
London Stock Exchange London Stock Exchange plc;
MAR the EU Market Abuse Regulation
(2014/596/EU);
Numis Numis Securities Limited ;
Official List means the Official List of the
FCA, being the list maintained
by the FCA in accordance with
Section 74(1) of the FSM Act
for the purposes of Part VI
of the FSM Act;
Ordinary Shares ordinary shares of 0.01 pence
each in the capital of the Company;
Peel Hunt Peel Hunt LLP;
Placees persons who agree to subscribe
for Placing Shares at the Placing
Price;
Placing the conditional placing of the
Placing Shares by the Joint
Bookrunners on behalf of the
Company at the Placing Price,
in accordance with the Placing
Agreement;
Placing Agreement the agreement dated 16 April
2020 between the Company, Peel
Hunt and Numis relating to the
Placing;
Placing Price The price payable per Placing
Share to be agreed between the
Company, Peel Hunt and Numis;
Placing Shares the new Ordinary Shares to be
issued pursuant to the Placing;
and
United States means the United States of America,
its territories and possessions,
any state of the United States
of America, the District of
Columbia and all other areas
subject to its jurisdiction
and any political sub-division
thereof.
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
IOEEQLFFBZLXBBD
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April 16, 2020 11:40 ET (15:40 GMT)
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