TIDMBCG
RNS Number : 5611D
Baltic Classifieds Group PLC
30 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority (the
"FCA") and is not a prospectus nor an offer of securities for sale
in any jurisdiction, including in or into the United States,
Canada, Japan or Australia.
Neither this announcement, nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any shares referred to in this
announcement except solely on the basis of the information
contained in the prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including
the risk factors set out therein, expected to be published later
today by Baltic Classifieds Group PLC (the "Company"), a new
company to be inserted as the ultimate holding company of ANTLER
MidCo S.à r.l. and its direct and indirect subsidiaries (the
Company and ANTLER MidCo S.à r.l., together with their subsidiaries
and subsidiary undertakings, the "Group", "Baltic Classifieds
Group" or "BCG"), in connection with the offer of ordinary shares
(the "Shares") in the Company (the "Offer") and the proposed
admission to listing of such 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 London Stock Exchange plc (the "London
Stock Exchange") (together "Admission", and Admission together with
the Offer, the "IPO"). A copy of the Prospectus will, following
publication, be available for inspection on the Company's website
at https://balticclassifieds.com, subject to certain access
restrictions.
30 June 2021
Baltic Classifieds Group PLC
Announcement of Offer Price
Offer Price set at 165 pence per Share
Following the confirmation of intention to float announcement on
11 June 2021, Baltic Classifieds Group today announces the
successful pricing of its initial public offering (the "Offer") at
165 pence per Share (the "Offer Price"). Based on the Offer Price,
the Company's market capitalisation will be approximately GBP825.0
million at the commencement of conditional dealings on the main
market of the London Stock Exchange.
Justinas imkus, CEO of BCG, said:
"Listing on the London Stock Exchange is a very special
milestone for our company and I would like to thank everyone at BCG
for their incredible hard work. Together, we have created the
leading online classifieds group in the Baltics that is still in
the early stages of its monetisation journey and we believe has a
considerable growth runway. We are delighted with the level of
support we have attracted from such high quality investors and look
forward to the future with great excitement."
Offer Highlights
-- The Offer Price has been set at 165 pence per Share
-- BCG's total market capitalisation at the commencement of
conditional dealings on the main market for listed securities of
the London Stock Exchange will be approximately GBP 825.0 million
based on the Offer Price
-- The Offer comprises 61.3 million Shares issued by the Company
(the "Primary Raise") and 138.7 million existing Shares sold by
ANTLER EquityCo S.à r.l. (the "Major Shareholder", a company owned
by funds advised by Apax Partners LLP) and certain other BCG
shareholders. This equates to a total Offer size of GBP 330.0
million and represents 40.0 per cent of BCG's issued share capital on Admission
-- The directors intend to use the net proceeds from the Primary
Raise for the repayment of existing debt in conjunction with the
refinancing of the Senior Facilities Agreement targeting a net debt
at IPO of approximately 2.75x FY21 Adjusted EBITDA
-- An additional 30.0 million Shares are being made available by
the Major Shareholder pursuant to the over-allotment option
-- Immediately following Admission, the Company's issued share
capital will be 500.0 million Shares
-- In connection with the Offer, each of the Company, its
directors, the Major Shareholder and certain other BCG shareholders
have agreed to lock-up arrangements restricting the disposal of
Shares for a period of time following Admission subject to waiver
by Merrill Lynch International ("BofA Securities") and certain
exceptions
-- Full details of the Offer will be included in the Prospectus,
which is expected to be published later today and will be available
on the Company's website ( https://balticclassifieds.com/ )
Admission and Dealings
-- Conditional dealings in BCG Shares are expected to commence
on the London Stock Exchange at 8:00 a.m. (London time) on 30 June
2021 under the ticker "BCG". Investors should note that only those
who applied for and were allocated Shares in the Offer will be able
to deal in the Shares on a conditional basis
-- Admission of BCG's entire issued ordinary share capital to
the premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange, and the commencement of unconditional dealings, is
expected to take place at 8.00 a.m. (London time) on 5 July
2021
-- Subject to Admission and other conditions being met, the
Company expects that it would be eligible for inclusion in the FTSE
UK indices
Enquiries
Sponsor, Global Co-ordinator and Joint Bookrunner
BofA Securities
Peter Luck / Aukse Jurkute / Richard Abel / Kieran Millar /
Petras Vaicius
+44 (0)207 628 1000
Joint Bookrunner
BNP Paribas
Igor Donnio / Thomas Marcot
+33 1 4298 1234
IMPORTANT LEGAL INFORMATION
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Merrill Lynch International solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
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 by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada or Japan, or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement does not contain, constitute nor form part of
any offer to sell or issue, or any invitation or solicitation of an
offer to buy, Shares to any person in any jurisdiction to whom or
in which such offer or solicitation is unlawful, including the
United States, Australia, Canada or Japan. The Shares referred to
herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act").
The Shares referred to herein may not be offered or sold in the
United States, except to qualified institutional buyers ("QIBs") as
defined in, and in reliance on, Rule 144A under the Securities Act
("Rule 144A") or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The offer and sale of the Shares referred to herein
has not and will not be registered under the applicable securities
laws of Australia, Canada or Japan. There will be no public offer
of securities in the United States, Australia, Canada or Japan.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) (i) are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") and/or (ii) fall within Article
49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time
be, satisfied); and (B) are "qualified investors" within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018; and (C) persons to whom it may otherwise
lawfully be communicated (all such persons being "relevant
persons").In the European Economic Area (the "EEA"), this
announcement is addressed only to and directed only at, persons in
member states who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").
This announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not relevant persons, and (ii)
in any member state of the EEA, by persons who are not Qualified
Investors. Any investment or investment activity to which this
announcement relates is available only to (i) in the United
Kingdom, relevant persons, and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such
persons.
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Group's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are
made.
In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur or the
Company's or the Group's actual results, performance or
achievements might be materially different from the expected
results, performance or achievements expressed or implied by such
forward-looking statements. Merrill Lynch International, BNP
PARIBAS, the Company or any member of the Group, or any of such
person's affiliates or their respective directors, officers,
employees, agents or advisers expressly disclaim any obligation or
undertaking to update, review or revise any such forward-looking
statement or any other information contained in this announcement,
whether as a result of new information, future developments or
otherwise, except to the extent required by applicable law.
Any subscription or purchase of Shares in the IPO should be made
solely on the basis of information contained in the Prospectus
which is expected to be published by the Company in connection with
the IPO. The information in this announcement is subject to change.
Before subscribing for or purchasing any Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks which will be set out in the Prospectus, when
published. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. This announcement shall not constitute, or form part
of, any offer or invitation to sell or issue, or any solicitation
of any offer to acquire, whether by subscription or purchase, any
Shares or any other securities, nor shall it (or any part of it),
or the fact of its distribution, form the basis of, or be relied on
in connection with, or act as any inducement to enter into, any
contract or commitment whatsoever.
The date of Admission may be influenced by a variety of factors
which include market conditions. The Group may decide not to go
ahead with the IPO and there is therefore no guarantee that
Admission will occur at all or in accordance with the timing
indicated in this announcement and you should not base your
financial decisions on the Company's intentions in relation to
Admission at this stage. Potential investors should not base their
financial decision on this announcement. Acquiring investments to
which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Persons
considering making investments should consult an authorised person
specialising in advising on such investments. This announcement
does not constitute a recommendation concerning any possible offer.
The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, accounting or legal advice; (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
None of the Banks (as defined below) or any of their respective
affiliates or any of their or their affiliates' directors,
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 the Company, the Group or its
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 the announcement or
its contents or otherwise arising in connection therewith.
Merrill Lynch International of 2 King Edward Street, London EC1A
1HQ is authorised by the Prudential Regulation Authority (the
"PRA") and regulated by the FCA and the PRA in the United Kingdom.
BNP PARIBAS of 16, boulevard des Italiens, 75009 Paris, France is
(i) authorised and regulated by the European Central Bank and the
AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RESOLUTION, (ii) deemed
authorised by the Prudential Regulation Authority and with deemed
variation of permission, and (iii) subject to regulation by the FCA
and limited regulation by the PRA (details of the Temporary
Permissions Regime, which allows EEA-based firms to operate in the
UK for a limited period while seeking full authorisation, are
available on the FCA's website). Each of Merrill Lynch
International and BNP PARIBAS (together the "Banks") will be acting
exclusively for the Company with Merrill Lynch International acting
exclusively as Global Co-ordinator, Joint Bookrunner and Sponsor to
the Company and BNP PARIBAS as Joint Bookrunner to the Company and
no one else in connection with the IPO. The Banks will not regard
any other person as their client in relation to the IPO and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients nor for giving
advice in relation to the IPO, the contents of this announcement or
any transaction, arrangement or other matter referred to herein. In
connection with the withdrawal of the UK from the European Union,
the Banks may, at their discretion, undertake their obligations in
connection with the IPO by any of their affiliates based in the
EEA.
Certain data in this announcement, including financial,
statistical, and operating information has been rounded. As a
result of the rounding, the totals of data presented in this
announcement may vary slightly from the actual arithmetic totals of
such data. Percentages in tables may have been rounded and
accordingly may not add up to 100%.
In connection with the IPO, any of the Merrill Lynch
International and BNP PARIBAS (the "Underwriters" and each an
"Underwriter") and any of their affiliates, acting as investors for
their own accounts, may take up a portion of the Shares in the IPO
as a principal position, and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for its own accounts in such
Shares and other securities of the Company or related investments
and other securities of the Company or related investments in
connection with the IPO or otherwise. Accordingly, references in
the Prospectus, when published, to the Shares being issued,
offered, subscribed for, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing of or dealing by, any Underwriter and any of
its affiliates acting as an investor for its own accounts. In
addition, certain of the Underwriters or their affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for differences) with investors in connection with which the
Underwriters (or any of their affiliates) may from time to time
acquire, hold or dispose of Shares. Neither the Underwriters nor
any of their affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
In connection with the IPO, Merrill Lynch International, as
stabilising manager (the "Stabilising Manager"), or any of its
agents, may (but will be under no obligation to), to the extent
permitted by applicable law and for stabilisation purposes, over
allot Shares up to a total of 15% of the total number of Shares
included in the IPO or effect other transactions with a view to
supporting the market price of the Shares or any options, warrants
or rights with respect thereto, or other interest in the Shares or
other securities of the Company, in each case at a higher level
than that which might otherwise prevail in the open market. The
Stabilising Manager is not required to enter into such transactions
and such transactions may be effected on any securities market,
over the counter market, stock exchange or otherwise and may be
undertaken at any time during the period commencing on the date of
the conditional dealings in the Shares on the London Stock Exchange
and ending no later than 30 calendar days thereafter. Stabilisation
transactions aim at supporting the market price of the securities
during the stabilisation period. Such stabilisation, if commenced,
may be discontinued at any time without prior notice. If such
stabilisation occurs, it will be undertaken at the London Stock
Exchange. However, there will be no obligation on the Stabilising
Manager or any of its agents to effect stabilising transactions and
there is no assurance that stabilising transactions will be
undertaken. In no event will measures be taken to stabilise the
market price of the Shares above the Offer Price. Except as
required by law or regulation, neither the Stabilising Manager nor
any of its agents intends to disclose the extent of any over
allotments made and/or stabilisation transactions conducted in
relation to the IPO.
For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allotment and/or from
sales of Shares effected by it during the stabilisation period, the
Stabilising Manager will be been granted an over-allotment option
(the "Over-allotment Option") by the Major Shareholder, pursuant to
which it may purchase, or procure purchasers for, additional Shares
representing up to 15% of the total number of Shares included in
the IPO at the Offer Price (the "Over-allotment Shares"). The
Over-allotment Option will be exercisable in whole or in part upon
notice by the Stabilising Manager at any time on or before the 30th
calendar day after the commencement of conditional dealings in the
Shares on the London Stock Exchange. Any Over-allotment Shares made
available pursuant to the Over-allotment Option will be made
available on the same terms and conditions as Shares being offered
or sold pursuant to the IPO, will rank pari passu in all respects
with all other Shares (including with respect to pre-emption
rights) and will form a single class with all other Shares for all
purposes, including with respect to voting and for all dividends
and distributions thereafter declared, made or paid on the ordinary
share capital of the Company.
For the avoidance of doubt, the contents of the Company's
website or any website directly or indirectly linked to the
Company's website, are not incorporated by reference into, and do
not form part of, this announcement.
Information to Distributors
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; (c) local implementing measures (the "EEA Product
Governance Requirements") and (d) Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements" and together with the EEA Product
Governance Requirements, the "Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Shares have been subject to a product approval
process, which has determined that such Shares are: (i) compatible
with an end target market of retail clients and investors who meet
the criteria of professional clients and eligible counterparties,
each as defined in MiFID II or Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"), as applicable; and (ii)
eligible for distribution through all permitted distribution
channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (for the purposes of the
Product Governance Requirements) should note that: the price of the
Shares may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the 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 any contractual, legal or
regulatory selling restrictions in relation to the IPO.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters 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 Chapters 9A or 10A respectively of
COBS; 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
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