TIDMGBG
RNS Number : 7488Q
Numis Securities Limited
30 June 2022
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 FOR SALE OF,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND UPON
PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
30 June 2022
RESULT OF PLACING OF ORDINARY SHARES IN GB GROUP PLC ("GB GROUP"
OR THE "COMPANY")
Further to the announcement released on 29 June 2022 in relation
to a proposed secondary sale of ordinary shares in GB Group (the
"Placing"), AG Acuant Holdings, LP, an entity affiliated to Audax
Management Company, LLC, (the "Seller" or "Audax") announces that
pursuant to the Placing, it has sold 5,000,000 ordinary shares of
2.5 pence each in the share capital of GB Group (the "Placing
Shares"), by way of an accelerated bookbuild to institutional
investors at a price of 400 pence per ordinary share, equating to
gross proceeds of GBP20 million.
Following the completion of the Placing, the Seller will hold
approximately 4.6 million ordinary shares in the capital of GB
Group, representing approximately 1.8% of GB Group's issued share
capital.
Audax will be subject to a lock-up in respect of its residual
holdings until 90 days post settlement of the Placing, subject to
customary exceptions.
Numis Securities Limited ("Numis") (the "Bookrunner" or the
"Bank") is acting as Sole Bookrunner in connection with the
Placing.
GB Group will not receive any proceeds from the Placing.
For further information, please contact:
Numis (Sole Bookrunner) +44 (0) 20 7260
Jamie Loughborough / William Baunton 1000
IMPORTANT NOTICE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO
ARE, UNLESS OTHERWISE AGREED BY NUMIS, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT
IMPLEMENTING MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS
REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS
AS DEFINED WITHIN THE PROSPECTUS REGULATION AS IT FORMS PART OF
RETAINED UK LAW BY VIRTUE OF THE EUROPEAN UNON (WITHDRAWAL) ACT
2018 WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES
MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (A)
AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States , Canada , Australia , South
Africa or Japan or in any other jurisdiction in which such an offer
or solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), or under the applicable securities
laws of any state or other jurisdiction of the United States or of
Canada , Australia , South Africa or Japan or of any other
jurisdiction . Such securities may not be offered, sold or
transferred, directly or indirectly, in the United States unless
registered under the U.S. Securities Act or offered in a
transaction exempt from, or not otherwise subject to, the
registration requirements of the U.S. Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States . There will be no public offering of such securities
in the United States or in any other jurisdiction.
The securities referred to herein have not been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission or other regulatory authority in the
United States , nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States .
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by Numis
or the Seller or any of their respective affiliates (as such term
is defined by Rule 501(b) of Regulation D of the U.S. Securities
Act). The information contained in this announcement is for
background purposes only and does not purport to be full or
complete.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia ),
Canada , Australia , South Africa or Japan . 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.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller , Numis or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Seller and Numis to inform themselves about and to observe any
applicable restrictions.
Numis, which is authorised and regulated by the Financial
Conduct Authority (FCA) 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 its clients nor for providing advice in
relation to the Placing or any matters referred to in this
announcement.
Numis and any of its affiliates acting as an investor for its
own account may participate in the offering on a proprietary basis
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. Numis 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.
None of Numis or any of its 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 this announcement) or any other information
relating to the Company or its 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.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company's securities. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial advisor.
This document 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. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
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END
IOEWPUMWQUPPUAU
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