TIDMTUNE
RNS Number : 9412N
Focusrite PLC
24 January 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE
UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Focusrite plc
("Focusrite" or the "Group")
Proposed Secondary Placing of Shares
Focusrite Plc (LSE AIM: TUNE), the global music and audio
products company that trades under the Focusrite and Novation
brands, announces that in response to new and existing
institutional investor demand, Phil Dudderidge (Executive Chairman
and Founder) and his closely associated persons, have notified the
Group of their intention to sell, in aggregate, a minimum of
1,000,000 Ordinary Shares (the "Sale Shares"), representing 1.7% of
the Group's issued share capital, at a price of 500 pence per Sale
Share, by way of a placing (the "Sale").
The Sale will be executed by Panmure Gordon (UK) Limited
("Panmure Gordon") who is the Group's Nominated Adviser and
Broker.
The Sale is subject to demand, price and market conditions. The
final number of Sale Shares subject to the Sale and price will be
determined at the completion of the Sale and will be announced as
soon as practicable following the closing of the books.
-ends-
Enquiries:
Focusrite Plc:
Tim Carroll (CEO) +44 1494 836301
Jeremy Wilson (CFO) +44 1494 836301
Panmure Gordon
Freddy Crossley / Alina Vaskina +44 20 7886 2968
Erik Anderson +44 20 7886 2904
Belvedere Communications
John West +44 20 3687 2756
Kim van Beeck +44 20 3687 2756
IMPORTANT NOTICE
The distribution of this announcement and the offer and sale of
the Sale Shares in certain jurisdictions may be restricted by law.
The Sale Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Sale Shares in such jurisdiction. No action has been taken by
Focusrite Plc, Panmure Gordon or any of their respective affiliates
that would permit an offering of the Sale Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or Republic of 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.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement is directed exclusively at persons who
are 'qualified investors' within the meaning of the Prospectus
Directive ("Qualified Investors"). For these purposes, the
expression 'Prospectus Directive' means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State and
the expression '2010 PD Amending Directive' means Directive
2010/73/EU. In the United Kingdom this announcement is directed
exclusively at Qualified Investors (i) who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
who fall within Article 49(2)(A) to (D) of the Order, and (iii) to
whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, and is acting exclusively
for the Company and the selling shareholders and for no one else in
connection with the Sale and will not regard any other person as a
client in relation to the Sale and will not be responsible to any
other person for providing the protections afforded to its clients
nor for providing advice in relation to the Sale or any other
matter referred to in this announcement.
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 Focusrite Plc'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 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
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