TIDMOTB
RNS Number : 4695Z
Numis Securities Limited
14 March 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PROPOSED PLACING OF UP TO 15.3 MILLION ORDINARY SHARES IN On the
Beach Group PLC (THE "COMPANY" OR "OTB") BY OTB HOLDINGS LIMITED
PARTNERSHIP ("INFLEXION")
14 March 2017
Inflexion announces its intention to sell up to 15.3 million
ordinary shares (the "Placing Shares") in OTB. The Placing Shares
represent up to 11.7% of the Company's issued share capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Numis Securities Limited ("Numis") is
acting as Sole Bookrunner in connection with the Placing.
At the time of the placing of ordinary shares in OTB by
Inflexion which completed on 20 December 2016, Inflexion entered
into a 90 day lock-up with Numis, who has consented to the Placing
and in doing so has agreed to waive that lock-up with respect to
any shares sold by Inflexion pursuant to the Placing.
The remainder of OTB shares held by Inflexion following the
Placing will be subject to a lock-up which ends 90 days after
completion of the Placing (subject to waiver by Numis and to
certain customary exceptions).
The final number of Placing Shares to be placed and the price at
which the Placing Shares are to be placed will be agreed by Numis
and Inflexion 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 Numis.
Contacts / Enquiries
Numis
Alex Ham / Michael Burke 0207 260 1000
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO,
INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER
OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH
PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT
IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa or Japan or of any other jurisdiction. Such
securities may not be offered or sold in the United States unless
registered under the US Securities Act or offered in a transaction
exempt from, or not otherwise subject to, the registration
requirements of the US Securities Act and the securities laws of
any relevant state or other jurisdiction of the United States.
There will be no public offering of such securities in the United
States or in any other jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by Numis
or any of its affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, Numis or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Sellers and Numis to inform themselves about and to observe any
applicable restrictions.
Numis, which is authorised and regulated by the Financial
Conduct Authority (FCA) in the United Kingdom is acting only for
the Sellers in connection with the Placing and will not be
responsible to anyone other than the Sellers for providing the
protections offered to its clients nor for providing advice in
relation to the Placing or any matters referred to in this
announcement.
Numis and any of its affiliates acting as an investor for its
own account may participate in the offering on a proprietary basis
and in that capacity may retain, purchase or sell for their own
account such Placing Shares. In addition they may enter into
financing arrangements and swaps with investors in connection with
which they may from time to time acquire, hold or dispose of
Placing Shares. Numis does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
None of Numis or any of its directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to OTB or its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCJIMFTMBIBBTR
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March 14, 2017 12:44 ET (16:44 GMT)
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