TIDMBYG
RNS Number : 6810P
Big Yellow Group PLC
10 October 2023
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED ("UK MAR")).
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF BIG YELLOW GROUP PLC.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
10 October 2023
Big Yellow Group PLC
("Big Yellow" the "Group" or the "Company")
PrimaryBid Offer
-- Big Yellow announces a conditional offer for subscription of
new Ordinary Shares via PrimaryBid ;
-- The issue price for the new Ordinary Shares will be
determined at the close of the bookbuilding process;
-- Investors can access the PrimaryBid Offer through
PrimaryBid's website and on PrimaryBid's app ;
-- Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms, (subject to such partners' participation), which
includes AJ Bell, Hargreaves Lansdown and interactive investor;
-- Applications for new Ordinary Shares through these partners
can be made from tax efficient savings vehicles such as ISAs or
SIPPs, as well as General Investment Accounts ("GIAs");
-- The PrimaryBid Offer is available to both existing shareholders and new investors;
-- The issue price for the new Ordinary Shares will be equal to the Placing Price;
-- There is a minimum subscription of GBP250 per investor in the PrimaryBid Offer; and
-- No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
Big Yellow (LON: BYG), is pleased to announce a conditional
offer for subscription of new ordinary shares of 10 pence each in
the capital of the Company ("Ordinary Shares") via PrimaryBid (the
"PrimaryBid Offer"). The Company is also conducting a placing of
new Ordinary Shares by way of an accelerated bookbuilding process
(the "Placing") as announced by the Company earlier today. The
issue price of the new Ordinary Shares to be issued pursuant to the
PrimaryBid Offer and the Placing will be determined following the
close of the bookbuilding process.
The PrimaryBid Offer is conditional on the new Ordinary Shares
to be issued pursuant to the PrimaryBid Offer and the Placing being
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority and admitted to trading on the main
market for listed securities of London Stock Exchange plc
("Admission"). Admission is expected to take place at 8.00 a.m. on
13 October 2023 . The PrimaryBid Offer will not be completed
without the Placing also being completed.
The Company will use the gross proceeds to build out the Group's
existing pipeline of stores.
Reason for the PrimaryBid Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost and time to
completion, the Company values its retail investor base and is
therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer in line with the Pre-Emption
Group guidelines.
Existing shareholders and new investors can access the
PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's
app . The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
Investors can also participate through PrimaryBid's extensive
partner network of investment platforms, retail brokers and wealth
managers, subject to such partners' participation. Participating
partners include:
-- AJ Bell;
-- Hargreaves Lansdown; and
-- interactive investor.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer is in the best
interests of shareholders, as well as wider stakeholders in the
Company.
The PrimaryBid Offer will open to investors resident and
physically located in the United Kingdom following the release of
this Announcement. The PrimaryBid Offer is expected to close at 8
p.m. on 10 October 2023 and may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the PrimaryBid Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for new Ordinary Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply for new Ordinary Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of their terms and
conditions, process and any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the PrimaryBid
Offer will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all
respects with the new Ordinary Shares to be issued pursuant to the
Placing and the Company's existing Ordinary Shares.
For further information on PrimaryBid, the PrimaryBid Offer or
for a copy of the terms and conditions (including the procedure for
application and payment for new Ordinary Shares) that apply to
registered users of PrimaryBid in addition to the terms and
conditions set out in this Announcement, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com .
Brokers wishing to offer their customers access to the
PrimaryBid Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Big Yellow Group PLC
Nicholas Vetch CBE (Executive Chairman)
James Gibson (Chief Executive)
John Trotman (Chief Financial Officer)
Shauna Beavis (Company Secretary) 01276 477 811
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury/James Deal
Teneo , PR adviser
Charlie Armitstead 020 7260 2700
Important notices
The PrimaryBid Offer is offered under the exemptions from the
need for a prospectus allowed under the prospectus regulation rules
made by the FCA pursuant to Part VI of FSMA, as revised from time
to time (the " Prospectus Regulation Rules "). As such, there is no
need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial
Conduct Authority (as competent authority under Regulation (EU)
2017/1129 as it forms part of retained EU law as defined in the
European Union (Withdrawal) Act 2018).
The PrimaryBid Offer is not being made into the United States,
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction where it would be unlawful to do so.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is for information purposes only and is not an
offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
US Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offer of the securities referred to herein in the
United States or any other jurisdiction. The PrimaryBid Offer is
not available to persons in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this Announcement, will not be accepted.
This Announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into the United
States, Australia, Canada, Japan, the Republic of South Africa or
any other jurisdiction in which such publication, release or
distribution would be unlawful. Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction.
This Announcement contains (or may contain) certain
forward-looking statements, beliefs or opinions, with respect to
certain of the Company's current expectations and projections about
future performance, anticipated events or trends and other matters
that are not historical facts. These forward-looking statements,
which sometimes use words such as "aim", "anticipate", "believe",
"intend", "plan" "estimate", "expect" and words of similar meaning
or the negative thereof, include all matters that are not
historical facts and reflect the Company's directors' beliefs and
expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. These
statements are subject to unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements.
Statements contained in this Announcement regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. The information
contained in this Announcement is subject to change without notice
and, except as required by applicable law, neither the Company nor
its respective directors, officers, employees, agents, affiliates
or advisers assume any responsibility or obligation to update,
amend or revise publicly or review any of the forward-looking
statements contained in this Announcement. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement. Any indication in this
Announcement of the price at which the Company's shares have been
bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is or is
intended to be a profit forecast or profit estimate or to imply
that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. The price and value of
securities can go down as well as up. Past performance of the
Company cannot be relied on as a guide to future performance.
Persons reading this Announcement are cautioned not to place undue
reliance on such forward-looking statements.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for new
Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the new Ordinary Shares if they are in any doubt.
END
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END
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(END) Dow Jones Newswires
October 10, 2023 11:43 ET (15:43 GMT)
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