TIDM96ES TIDMGAMA
RNS Number : 8591T
Barclays Bank PLC
29 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL OR TO US PERSONS.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PRESS RELEASE
United Kingdom, 29 March 2021
Accelerated bookbuild offering of 2.3 million existing ordinary
shares in Gamma Communications PLC
Hoxton Assets Limited (the "Seller") announces that it intends
to sell part of its interest in Gamma Communications PLC ("Gamma"
or the "Company") through an accelerated bookbuild offering to
institutional investors (the "Placing") of 2.3 million existing
ordinary shares (the "Placing Shares") in Gamma (representing
approximately 2.4% of Gamma's issued share capital).
Barclays Bank PLC, acting through its investment bank
("Barclays") is acting as Sole Global Coordinator and Bookrunner.
The timings for the close of the bookbuild process, pricing and
allocations are at the absolute discretion of the Seller.
Any of the Company's ordinary shares held by the Seller which
are not sold in the Placing will be subject to a 90 day lock-up
(subject to waiver by Barclays and customary exceptions).
A further announcement will be made following completion of the
bookbuilding and pricing of the Placing.
Gamma will not receive any proceeds from the Placing.
Enquiries:
Barclays +44 (0)20 7623 2323
Ben Newmark
Phil Drake
Suraj Karmacharya
Important Notice
The publication or distribution or release of this announcement
and the Placing of the Placing Shares as set out in this
announcement in certain jurisdictions may be restricted by law.
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. 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 such jurisdictions.
Members of the general public are not eligible to take part in
the Placing. This announcement and any offer of securities to which
it relates are only addressed to and directed at (1) in any member
state of the EEA, persons who are qualified investors as defined in
Article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) (the "Prospectus Regulation") ("Qualified Investors");
and (2) in the United Kingdom, to persons who are "qualified
investors" within the meaning of Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 who also (a) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Market Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (b)
fall within article 49(2)(a) to (d) of the Order or (c) are persons
to whom an offer of the Placing Shares may otherwise lawfully be
made ("relevant persons"). The information regarding the Placing
set out in this announcement must not be acted on or relied on by
persons in member states of the EEA who are not Qualified Investors
or by persons in the United Kingdom who are not relevant persons.
Any investment or investment activity to which this announcement
relates is available only in member states of the EEA, to Qualified
Investors, and in the United Kingdom, to relevant persons and will
be engaged in only with such persons.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for any securities in the United States, Australia,
Canada, Japan, South Africa or any other jurisdiction into which
such offer or solicitation would be unlawful. In particular, the
Placing Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered, sold or transferred, directly or
indirectly, within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States. Any
offering to be made in the United States will only be made to a
limited number of "qualified institutional buyers" as defined in
Rule 144A under the Securities Act ("QIBs") pursuant to an
exemption from the registration requirements under the Securities
Act in a transaction not involving any "public offering" within the
meaning of Section 4(a)(2) of the Securities Act. The Placing
Shares are being offered and sold outside the United States in
accordance with Regulation S under the Securities Act. No public
offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South
Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to purchase
securities in the Placing must be based solely on the basis of all
publicly available information. Such information is not the
responsibility of, and has not been independently verified by, any
of the Seller, Barclays, or any of their respective affiliates. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete.
Barclays, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
only for the Seller in connection with the Placing and will not be
responsible to anyone other than the Seller for providing the
protections offered to the clients of Barclays, nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
In connection with any offering of the Placing Shares, Barclays
and any of its affiliates may take up a portion of the securities
in the offering as a principal position and in that capacity may
retain, purchase or sell for its own account such securities. In
addition Barclays and any of its affiliates may enter into
financing arrangements and swaps with investors in connection with
which Barclays (or any of its affiliates) may from time to time
acquire, hold or dispose of shares. Barclays does 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.
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.
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END
MSCDZGZFKLDGMZM
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March 29, 2021 11:47 ET (15:47 GMT)
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