TIDMGYM
RNS Number : 9361D
Gym Group PLC (The)
02 July 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR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.
2 July 2021
The Gym Group PLC
Results of Placing and Total Voting Rights
The Gym Group plc (the "Company" or "The Gym Group"), the
nationwide operator of 187 low cost 24/7, no contract gyms,
announces the successful completion of the placing announced
yesterday (the "Placing").
A total of 11,350,000 new ordinary shares of 0.01p each in the
capital of the Company ("Ordinary Shares") (the "Placing Shares")
have been placed by Numis Securities Limited ("Numis") and Peel
Hunt LLP ("Peel Hunt", together with Numis, the "Joint
Bookrunners") , at a price of 275 pence per Placing Share (the
"Placing Price").
The Placing of 11,350,000 new Ordinary Shares raised gross
proceeds of approximately GBP 31.2 million. The Placing Price
represents a discount of 3.5 per cent to the closing share price of
285 pence on 1 July 2021 . The Placing Shares being issued
represent approximately 6.8 per cent of the existing issued
ordinary share capital of the Company prior to the Placing.
Richard Darwin, CEO of The Gym Group, commented:
" Our new gym pipeline is the strongest it has ever been and we
thank shareholders for their support in today's successful placing
which allows the Company to accelerate its rollout to 40 new sites
over the next 18 months. Gyms have an essential role to play in the
nation's physical and mental health and growing our portfolio will
widen access to affordable fitness for more communities across the
UK. "
Applications have been made to the Financial Conduct Authority
(the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the Placing Shares to the premium
listing segment of the Official List of the FCA and to trading on
the main market for listed securities of the LSE (together,
"Admission"). It is expected that Admission will become effective
on or before 8.00 a.m. on 6 July 2021 . The Placing is conditional
upon, amongst other things, Admission becoming effective and upon
the placing agreement between the Joint Bookrunners and the Company
not being terminated in accordance with its terms.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares, including, without limitation, the right
to receive all dividends and other distributions declared, made or
paid after the date of issue.
Following Admission, the total number of shares in issue in The
Gym Group will be 177,560,022. Therefore, following Admission, the
total number of voting shares in The Gym Group in issue will be
177,560,022. This figure may 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 Tulchan
Richard Darwin, CEO
Mark George, CFO
Numis Securities 020 7260 1000
Luke Bordewich
George Price
Matthew Radley
Peel Hunt 020 7418 8900
Dan Webster
Andrew Clark
Will Bell
Tulchan
James Macey-White
Elizabeth Snow 0207 353 4200
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 (as transposed into the laws of the
United Kingdom) (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 (as transposed into the laws of the
United Kingdom), this announcement is being made on behalf of the
Company by Katy Tucker, Company Secretary.
IMPORTANT NOTICES
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") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129, AS AMED FROM TIME TO TIME (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) PERSONS
IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE "UK
PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II)
ARE PERSONS FALLING 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").
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 UK Prospectus
Regulation and the Prospectus Regulation (as applicable) 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
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
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END
ROIUAVRRANUBRUR
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