NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR
IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
12 July 2024
Baltic
Classifieds Group PLC
(the
"Company")
Buy-back
of approximately 4.2 million shares in the Company from Antler
EquityCo S.à r.l. and proposed secondary placing of approximately
30 million shares in the Company by Antler EquityCo S.à
r.l.
Antler EquityCo S.à r.l
("Antler"), which is
controlled by funds advised by Apax Partners
LLP ("Apax"), has
announced today its intention to sell approximately 30 million
ordinary shares in the capital of the Company (the "Placing Shares") by way of an
accelerated bookbuild to institutional investors (the "Placing"). The Placing Shares represent
approximately 6% of the Company's issued share capital. Antler
currently owns 63,092,378 ordinary shares representing
approximately 13% of the Company's issued share capital.
The Company has separately notified
Antler of its intention to make an off-market purchase of
approximately 4.2 million ordinary shares in the capital of the
Company (the "Off-Market
Purchase"). This will be executed concurrently with the
Placing, in accordance with the terms of a contract (the
"Buyback Contract") between
Antler and the Company, which was approved by the shareholders of
the Company at its Annual General Meeting on 27 September
2023, subject to the completion of the Placing.
BofA Securities Europe
SA ("BofA Securities")
is acting as sole Global Coordinator in connection with the
Placing. The price per Placing Share will be determined by way of
an accelerated bookbuilding process to institutional investors. The
bookbuilding period will commence today, and may close at any time
on short notice. The results of the Placing, including the number
of Placing Shares to be sold and the price per Placing Share, will
be announced by Antler as soon as practicable after the closing of
the bookbuilding process. To permit the Placing, Antler has
announced that BofA Securities has waived the 90 day lock-up
undertaking that was agreed in connection with the previous placing
undertaken by Antler on 31 May 2024. Antler
has also announced that it has undertaken that it will not dispose
of any further Company shares for a period of 90 days following
completion of the Placing, subject to certain exceptions (including
for disposals of shares pursuant to share repurchases by the
Company) and waiver by BofA Securities.
The Company is not a party to the
Placing and will not receive any proceeds from the
Placing.
Antler is a related party of the
Company for the purposes of the Listing Rules by virtue of its
approximately 13% shareholding in the Company. The Off-Market Purchase by
the Company from Antler is expected to constitute a "smaller
related party transaction" falling within LR
11.1.10R(1).
Enquiries
Baltic Classifieds Group
PLC
Company Secretary:
E-mail: cosec@balticclassifieds.com
The person responsible for the
release of this announcement on behalf of the Company is Egle
Sadauskiene (Company Secretary).
