Citigroup Global Markets Limited Placing of Shares in Gamma Communications (3544N)
September 23 2019 - 10:43AM
UK Regulatory
TIDMGAMA
RNS Number : 3544N
Citigroup Global Markets Limited
23 September 2019
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO.596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
Press Release
Proposed Placing of approximately 3.8 million ordinary shares in
Gamma Communications plc ("Gamma" or the "Company")
23 September 2019
Hoxton Assets Limited ("Hoxton") and Camsward Pte Ltd
("Camsward") (the "Sellers") announce their intention to sell
approximately 3.8 million ordinary shares in Gamma (the "Placing
Shares") (the "Placing"). The Placing Shares represent
approximately 4.0% of Gamma's issued ordinary share capital.
Assuming all of the Placing Shares are sold, Hoxton and its
affiliates, and Camsward, expect to retain approximately 16.5% of
the Company's issued ordinary share capital in aggregate.
The Placing Shares are being offered to institutional investors
by way of an accelerated bookbuild, which will be launched
immediately following this announcement. Citigroup Global Markets
Limited ("Citi") is acting as Sole Global Coordinator and
Bookrunner in connection with the Placing.
Any of the Company's ordinary shares held by Hoxton and its
affiliates and Camsward which are not sold in the Placing will be
subject to a 90-day lock-up (subject to waiver by Citi and certain
customary exceptions).
The final number of Placing Shares to be placed and the placing
price will be agreed by Citi and the Sellers at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter. The timings for the close of the
bookbuild process, pricing and allocations are at the absolute
discretion of Citi and the Sellers.
Gamma will not receive any proceeds from the Transaction.
Enquiries:
Citigroup Global Markets Limited
James Fleming
Chuba Ezenwa
Naveen Mittel
Robert Farrington +44 (0) 20 7500 5000
IMPORTANT NOTICE
This announcement is not for publication, distribution or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 Hoxton or any of its affiliates, or Camsward 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.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU. In the United
Kingdom, this announcement is directed exclusively at Qualified
Investors (i) who 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, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, or (iii) to whom it may otherwise lawfully be
communicated.
In connection with any offering of the Placing Shares, Citi and
any of its affiliates acting as an investor for their own account
may take up as a proprietary position any Placing Shares and in
that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition they may enter into financing
arrangements and swaps 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.
Citi, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting on behalf of Hoxton and Camsward
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.
Citi will not regard any other person as its client in relation to
the offering of the Placing Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOECKNDQPBKDKCB
(END) Dow Jones Newswires
September 23, 2019 11:43 ET (15:43 GMT)
Gamma Communications (LSE:GAMA)
Historical Stock Chart
From Apr 2024 to May 2024
Gamma Communications (LSE:GAMA)
Historical Stock Chart
From May 2023 to May 2024