TIDMBOWL
RNS Number : 0766S
Hollywood Bowl Group plc
12 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENCIES, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018).
12 March 2021
Hollywood Bowl Group plc
("Hollywood Bowl", the "Group" or the "Company")
Results of Placing and Total Voting Rights
Hollywood Bowl Group plc, the UK's market leading ten-pin
bowling operator, announces the successful completion of the
placing of ordinary shares of GBP0.01 each ("Ordinary Shares") in
the capital of the Company announced yesterday (the "Placing
Announcement").
A total of 13,043,480 Placing Shares, representing approximately
8.3 per cent. of the existing issued share capital of the Company,
have been placed by Investec Bank, the sole bookrunner, at a price
of 230 pence per Placing Share, raising gross proceeds of
approximately GBP30.0 million (approximately GBP29.2 million after
expenses) for the Company. The Placing Price of 230 pence
represents a discount of 8.0 per cent. to the closing share price
of 250 pence on 11 March 2021 (being the latest practicable date
prior the date of the this announcement).
Applications have been made (i) to the Financial Conduct
Authority (the "FCA") for the Placing Shares to be admitted to the
premium listing segment of the Official List of the FCA and (ii) to
the London Stock Exchange plc (the "London Stock Exchange") for the
admission of the Placing Shares to trading on its main market for
listed securities (together "Admission"). It is expected that
settlement for the Placing Shares and Admission will take place at
or around 8.00 a.m. (London time) on 16 March 2021 (or, in any
case, such later date as may be agreed between the Company and
Investec Bank). The Placing Shares, when issued, will be fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid in respect of the Ordinary Shares after Admission.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms.
Total voting rights
Following Admission, the Company will have 170,556,843 Ordinary
Shares in issue. There are no Ordinary Shares held in treasury.
Therefore, the Company hereby confirms that, following Admission,
the total number of voting rights in the Company will be
170,556,843. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Directors' and PDMRs' participation in the Placing
As part of the Placing, certain Directors and PDMRs have agreed
to subscribe for Placing Shares at the Placing Price. Details of
the Placing Shares for which the Directors and PDMRs have
subscribed and their resultant shareholdings are displayed
below:
Percentage
Number of Resultant of the Company's
Beneficial Placing Shares shareholding issued share
interest subscribed in the Company capital as
prior to for as part after the enlarged
Name the Placing of the Placing Placing by the Placing
Peter Boddy 870,492 4,347 874,839 0.5%
------------- ---------------- ----------------
Stephen Burns 3,150,689 21,739 3,172,428 1.9%
------------- ---------------- ----------------
Laurence Keen 1,355,293 10,434 1,365,727 0.8%
------------- ---------------- ----------------
Nicolas Backhouse 17,348 1,436 18,784 0.0%
------------- ---------------- ----------------
Claire Tiney 4,848 2,173 7,021 0.0%
------------- ---------------- ----------------
Ivan Schofield 140,344 4,347 144,691 0.1%
------------- ---------------- ----------------
Mathew Hart 934,449 4,347 938,796 0.5%
------------- ---------------- ----------------
Melanie Dickinson 584,797 2,173 586,970 0.3%
------------- ---------------- ----------------
Darryl Lewis 461,896 2,173 464,069 0.3%
------------- ---------------- ----------------
Smaller related party transaction
Aberdeen Standard Investments ("Aberdeen Standard") is a
substantial shareholder of the Company and a related party for the
purpose of the United Kingdom Listing Rules (the "Listing Rules").
Aberdeen Standard has subscribed for 2,034,907 Placing Shares in
the Placing, with a value of approximately GBP4.7 million. As set
out in the announcement of the Company on 17 April 2020, Aberdeen
Standard also participated in the Company's equity placing as of
that same date for total consideration of approximately GBP1.2
million (the "April Placing"). Aberdeen Standard's aggregate
participation in the Placing and the April Placing constitutes a
smaller related party transaction for the purposes of Listing Rule
11.1.10R.
A smaller related party transaction does not require the
approval of independent shareholders of the Company. Aberdeen
Standard's aggregate participation in the Placing and the April
Placing falls within Listing Rule 11.1.10R (smaller related party
transactions) and this announcement is made in accordance with
Listing Rule 11.1.10R(2)(c).
Capitalised terms used have the meanings given to them in the
Placing Announcement released this morning, unless the context
provides otherwise.
Stephen Burns, Chief Executive of Hollywood Bowl Group,
commented:
"Today's successful placing allows us to reignite our
customer-led growth strategy as we look ahead to the reopening of
our estate, enabling investment in our exciting new centre
pipeline, our ongoing refurbishment programme, as well as the
rollout of initiatives to enhance our customer proposition. We look
forward to welcoming our customers and team members back to our
centres in May."
This Placing Announcement is released by Hollywood Bowl Group
plc and contains inside information for the purposes of Article 7
of EU Regulation 596/2014 (which forms part of domestic UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended).
T he person responsible for arranging for the release of this
Placing Announcement on behalf of the Company is Laurence Keen ,
Chief Financial Officer .
For further information, please contact
Hollywood Bowl Group via Tulchan Communications
Stephen Burns, Chief Executive Officer
Laurence Keen, Chief Financial Officer
Mat Hart, Chief Marketing and Technology
Officer
Investec Bank plc
David Flin
Alex Wright
Harry Hargreaves
María Gomez de Olea +44 (0)20 7597 5970
Tulchan Communications
James Macey White
Elizabeth Snow
Laura Marshall +44 (0) 207 353 4200
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is for information
only and does not constitute an offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities or
investment advice in any jurisdiction in which such an offer or
solicitation is unlawful, including without limitation, the United
States (including its territories and dependencies, any state of
the United States and the District of Columbia, collectively the
"United States"), Australia, Canada, Japan or the Republic of South
Africa or in any state or jurisdiction in which, or to any persons
to whom, such offering, solicitation or sale would be unlawful. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. No
prospectus will be made available in connection with the matters
contained in this announcement and no such prospectus is required
to be published. Persons needing advice should consult an
independent financial adviser.
This announcement and the information contained herein are not
an offer for sale or subscription of any securities in the Company
and are not for publication or distribution in the United States or
to any U.S. person within the meaning of Regulation S under the
United States Securities Act of 1933, as amended. Any failure to
comply with this restriction may constitute a violation of United
States securities laws.
This announcement is not for publication or distribution,
directly or indirectly, in or into Canada. This announcement is not
, and under no circumstances is it to be construed as, an
advertisement or a public offering in Canada of the securities
referred to herein.
The distribution of this announcement and the Placing of the
Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares 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, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This communication is directed only at: persons who are (a) in a
member state of the European Economic Area who are qualified
investors (within the meaning of the Prospectus Regulation (EU)
2017/1129) ("EU Prospectus Regulation"), (b) in the United Kingdom
qualified investors as defined in article 2(e ) of the Prospectus
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended, (the
"UK Prospectus Regulation"), who (i) 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 ("Order") (investment professionals) or (ii) who fall
within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations etc.) and (c) those persons
to whom it may otherwise be lawfully communicated.
Investec Bank plc ("Investec Bank") is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and Prudential Regulation Authority. Investec
Europe Limited (trading as Investec Europe) ("Investec Europe"),
acting as agent on behalf of Investec Bank in certain jurisdictions
in the EEA (together Investec Bank and Investec Europe hereinafter
referred to as "Investec"), is regulated in Ireland by the Central
Bank of Ireland. Investec is acting for the Company and no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Investec nor for giving advice in relation
to the Placing. Any other person lawfully participating in the
Placing should seek their own independent legal, investment and tax
advice as they see fit.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules") , and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the EUWA , (b) investors
who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in
the FCA Handbook Conduct of Business Sourcebook ("COBS") ; and (ii)
eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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 UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Investec will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes 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 Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EU Product Governance Requirements
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; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that the Placing 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; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Shares
may decline and investors could lose all or part of their
investment; the Placing 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 EU
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the placing. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, Investec will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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