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.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
12 July 2024
SALE OF 63 MILLION ORDINARY
SHARES IN BALTIC CLASSIFIEDS GROUP PLC ("BCG")
Antler EquityCo S.à r.l.
("Antler"), which is
controlled by funds advised by Apax Partners LLP ("Apax"), announces that it has sold
approximately 63 million ordinary shares in the capital of BCG,
representing approximately 13% of BCG's issued ordinary share
capital, at a price of 247 pence per share (the "Placing Price") raising gross sale
proceeds of approximately £156 million. This represents a full exit by Antler of its position in
BCG.
The sale comprises approximately 59
million ordinary shares of BCG (the "Placing Shares") sold by Antler to
institutional investors raising gross sale proceeds of
approximately £146 million (the "Placing") and 4.2 million ordinary
shares of BCG sold by Antler to BCG raising gross sale proceeds of
approximately £10 million (the "Off Market Purchase"). On the back of
strong deal momentum, the Placing was upsized by approximately 100%
from the original Placing size of 30 million ordinary shares (as
announced on 12 July 2024).
The Off Market Purchase was
conducted at the Placing Price pursuant to a contract (the
"Buyback Contract") between
Antler and BCG, which was approved by the shareholders of BCG at
its Annual General Meeting on 27 September 2023.
BofA Securities Europe SA
("BofA Securities") acted
as sole Global Coordinator in connection with the Placing.
Settlement of the Placing and the Off Market Purchase is expected
to take place on 17 July 2024.
BCG is not a party to the Placing
and will not receive any proceeds from the Placing. Following its
exit Antler will not be subject to the lock-up obligation announced
on 12 July 2024.
IMPORTANT NOTICE
The contents of this announcement
have been prepared by and are the sole responsibility of
Antler.
This announcement is not for
publication, distribution or release, directly or indirectly, in or
into the United States of America (including its territories and
possessions), Australia, Canada, Japan or the 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.
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.
The Placing 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 Placing Shares in such
jurisdiction. No action has been taken by Antler or BofA Securities
or any of their respective affiliates that would permit an offering
of the Placing 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.
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, subject to
certain exemptions, may not be offered or sold in the United States
(as defined in Regulation S under 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.
Members of the public are not
eligible to take part in the Placing. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed at and may only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified
investors" within the meaning of Article 2(e) of Prospectus
Regulation (Regulation (EU) 2017/1129); and (b) in the United
Kingdom, at "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 who are also (i) persons having 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 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant
Persons").
Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so.
In connection with any offering of
the Placing Shares, BofA Securities and any of its affiliates
acting as an investor for their own account may take up as a
principal position any Placing Shares and in that capacity may
retain, purchase or sell for their own account such Placing Shares.
Accordingly, references in this announcement to the Placing Shares
being sold, 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, BofA Securities
and any of its affiliates acting in such capacity. In
addition they may enter into financing arrangements and swaps or
contracts for differences with investors in connection with which
they may from time to time acquire, hold or dispose of Placing
Shares. They do 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.
A communications that a transaction
is or that the book is "covered" (i.e. indicated demand from
investors in the book equals or exceeds the amount of the
securities being offered) is not any indication or assurance that
the book will remain covered or that the transaction and securities
will be fully distributed by the Global Coordinator. BofA
Securities reserves the right to take up a portion of the
securities in the offering as a principal position at any stage at
its sole discretion, inter alia, to take account of the objectives
of Antler, UK MiFID II requirements and in accordance with
allocation policies.
Neither BofA Securities nor any of
its or its 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 Antler, the
Company, their respective 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.
BofA Securities is acting on behalf
of Antler and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for
providing advice in relation to any offering of the Placing Shares.
BofA Securities will not regard any other person as its client in
relation to the offering of the Placing Shares.
This announcement does not purport
to identify or suggest the risks (direct or indirect) which may be
associated with an investment in BCG or its shares.
This announcement 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 and include statements regarding intentions,
beliefs or current expectations. No assurances can be given that
the forward-looking statements in this announcement will be
realised. As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual events or
otherwise.
