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RNS Number : 1318I
Peel Hunt LLP
09 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
PROPOSED SECONDARY PLACING OF APPROXIMATELY 4.25 MILLION
ORDINARY SHARES IN LOUNGERS PLC (THE "COMPANY" OR "LOUNGERS").
Lion Capital LLP ("Lion Capital"), Alex Reilley (Co-Founder and
Chairman), Nick Collins (Chief Executive Office) and Jake Bishop
(Co-Founder and Commercial Director) (collectively, the "Selling
Shareholders") announce their intention to sell, in aggregate,
approximately 4.25 million ordinary shares (the "Placing Shares")
in the Company, which represents approximately 4.2% of the
Company's issued share capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Peel Hunt LLP ("Peel Hunt") and
Liberum Capital Limited ("Liberum", and together with Peel Hunt the
"Joint Bookrunners") are acting for the Selling Shareholders in
connection with the Placing.
The interests of the Selling Shareholders are as follows:
Selling Shareholder Percentage of Issued Share Capital
Immediately Prior to the Placing
Lion Capital 29.03%
-----------------------------------
Alex Reilley 7.03%
-----------------------------------
Nick Collins 1.40%
-----------------------------------
Jake Bishop 6.99%
-----------------------------------
The remainder of the Company's shares held by Alex Reilley, Nick
Collins, and Jake Bishop following the Placing will be subject to a
lock-up which ends 180 days after completion of the Placing
(subject to waiver by the Joint Bookrunners and to certain
customary exceptions).
The final number of Placing Shares to be placed will be agreed
by the Joint Bookrunners and the Selling Shareholders at the close
of the bookbuild process, and the results of the Placing will be
announced as soon as practicable thereafter. The timings for the
close of the bookbuild process are at the absolute discretion of
the Joint Bookrunners. The Placing is subject to demand, price and
market conditions.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Contacts / Enquiries
Peel Hunt
Al Rae / Sohail Akbar / Max Irwin (ECM)
Dan Webster / Andrew Clark / Will Bell (Consumer, +44 20 7418
Retail & Leisure) 8900
Liberum +44 20 3100
Andrew Godber / John Fishley / Louis Davies 2000
IMPORTANT NOTICE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") AND (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND 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. THE
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY
SECURITIES.
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan, South Africa or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold, directly or indirectly, in the United States, absent
registration except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of, the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the securities referred to herein in
the United States or in any other jurisdiction.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Loungers plc and
Loungers plc's shares. Such information has not been independently
verified. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
In connection with the Placing, either of the Joint Bookrunners
or any of their respective affiliates may take up a portion of the
Placing Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for its own accounts such
Placing Shares and other securities of Loungers plc or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Placing Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by either of the Joint Bookrunners
and any of their respective affiliates acting as investors for
their own accounts. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Loungers plc or its shares.
Liberum and Peel Hunt are each authorised and regulated by the
FCA. Each of the Joint Bookrunners is acting for the Selling
Shareholders only in connection with the Placing and no one else,
and will not be responsible to anyone other than the Selling
Shareholders for providing the protections offered to clients of
the Joint Bookrunners nor for providing advice in relation to the
Placing Shares or the Placing, the contents of this announcement or
any transaction, arrangement or other matter referred to in this
announcement.
This announcement has been issued by the Joint Bookrunners on
behalf of the Selling Shareholders and is the sole responsibility
of the Selling Shareholders apart from the responsibilities and
liabilities, if any, that may be imposed on Liberum or Peel hunt by
the Financial Services and Markets Act 2000. Neither Peel Hunt
accepts any responsibility whatsoever and makes no representation
or warranty, express or implied, for the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by the
Selling Shareholders or on the Selling Shareholders' behalf or on
Liberum's or Peel Hunt's behalf, in connection with the Selling
Shareholders or the Placing, and nothing in this announcement is or
shall be relied upon as a promise or representation in this
respect, whether as to the past or the future. Each of Liberum and
Peel Hunt accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability, whether arising in
tort, contract or otherwise, which it might otherwise have in
respect of this announcement and any such statement.
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END
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(END) Dow Jones Newswires
December 09, 2020 11:56 ET (16:56 GMT)
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