TIDMSSPG
RNS Number : 2338W
SSP Group PLC
22 April 2021
LEI: 213800QGNIWTXFMENJ24
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 THE EXTENSION OR AVAILABILITY OF THE RIGHTS ISSUE (AND ANY
OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND
UNDERLYING LEGISLATION AND NOT A PROSPECTUS. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE
RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO
ANY CONTRACT OR COMMITMENT WHATSOEVER. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW
ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION
CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE
FROM THE REGISTERED OFFICE OF THE COMPANY AND ON ITS WEBSITE AT
https://investors.foodtravelexperts.com/investors/rights-issue.aspx.
22 April 2021
SSP Group plc (the "Company")
Results of Rights Issue
The Company today announces that the 12 for 25 Rights Issue of
258,076,764 New Shares at 184 pence per New Share announced on 17
March 2021 closed for acceptances at 11:00 a.m. on 21 April 2021.
The Company received valid acceptances in respect of 253,052,376
New Shares, representing 98.05% per cent. of the total number of
New Shares to be issued pursuant to the fully underwritten Rights
Issue.
It is expected that the New Shares will commence trading, fully
paid, on London Stock Exchange plc's main market for listed
securities at 8:00 a.m. on 22 April 2021 and that the New Shares in
uncertificated form will be credited to CREST accounts as soon as
practicable after 8.00 a.m. on 22 April 2021 and that definitive
share certificates in respect of New Shares held in certificated
form will be despatched by no later than 29 April 2021.
In accordance with their obligations as Joint Global
Co--ordinators, Barclays Bank PLC, Goldman Sachs International,
HSBC Bank plc, and J.P. Morgan Securities plc (conducting its UK
investment banking activities as J.P. Morgan Cazenove) will use
reasonable endeavours to procure, on behalf of the Company, by no
later than 5.00 p.m. on 23 April 2021, acquirers for all (or as
many as possible) of the remaining 5,024,388 New Shares not validly
taken up by Qualifying Shareholders in the Rights Issue (the
"Placing"), failing which the Underwriters have agreed to acquire
(in their agreed proportions), on a several basis, or may procure
that sub--underwriters acquire, any remaining New Shares. Each of
the Underwriters and sub-underwriters and their respective
affiliates may participate in the Placing.
The net proceeds (if any) from the Placing (after the deduction
of the Rights Issue Price of 184 pence per New Share and the
expenses of procuring acquirers including any applicable brokerage
commissions and any amounts in respect of value added tax which are
not recoverable) will be paid (without interest) to those persons
whose rights have lapsed in accordance with the terms of the Rights
Issue, pro rata to their lapsed provisional allotments, save that
individual amounts of less than GBP5.00 will not be paid to such
persons but will be paid to the Company.
A further announcement as to the number of New Shares for which
acquirers have been procured will be made in due course.
The defined terms set out in the combined prospectus and
circular dated 17 March 2021 (the "Prospectus") apply in this
announcement .
For further information, please contact:
Enquiries
SSP Group plc - investor and analyst Sarah John, Corporate Affairs
enquiries Director
+44 203 714 5251 / sarah.john@ssp-intl.com
Powerscourt - media enquiries Peter Ogden / Lisa Kavanagh
+44 (0) 207 250 1446
Contact information for Joint Global Coordinators
Barclays Bank PLC (acting Mark Astaire / Jon Bone +44 (0) 207
through its investment 623 2323
bank)
Goldman Sachs International Nimesh Khiroya / Jimmy Bastock / +44
(0) 207 774 1000
HSBC Sam McLennan / Joe Weaving / +44 (0)
207 991 8888
J.P. Morgan Edmund Byers / Nicholas Hall / +44 (0)
207 134 3339
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy, fairness or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement and
is for information purposes only. Neither this announcement nor
anything contained in it shall form the basis of, or be relied upon
in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Shares referred
to in this announcement except on the basis of the information
contained in the Prospectus.
A copy of the Prospectus is available (subject to Coronavirus
restrictions) from the registered office of the Company and on its
website at
https://investors.foodtravelexperts.com/investors/rights-issue.aspx
provided that the Prospectus is not, subject to certain exceptions,
available (whether through the website or otherwise) to
shareholders in the United States, Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction where the
extension or availability of the Rights Issue (and any other
transaction contemplated thereby) would breach any applicable law
or regulation. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement. The
Prospectus provides further details of the Rights Issue.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. None of the securities referred to in this
announcement or in the Prospectus have been and will be registered
under the US Securities Act of 1933 (the "Securities Act") or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
any such securities in the United States. Subject to certain
limited exceptions, Provisional Allotment Letters have not been,
and will not be, sent to, and Nil Paid Rights have not been, and
will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is known to be
located in the United States. None of the securities referred to in
this announcement or in the Prospectus, nor any other document
connected with the matters discussed in this announcement or in the
Prospectus has been or will be approved or disapproved by the
United States Securities and Exchange Commission or by the
securities commissions of any state or other jurisdiction of the
United States or any other regulatory authority, and none of the
foregoing authorities or any securities commission has passed upon
or endorsed the merits of such securities or documents or the
accuracy or adequacy of this announcement or any other such
document. Any representation to the contrary is a criminal offence
in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to underwrite, sell, issue, purchase or subscribe for,
or any solicitation to underwrite, sell, issue, purchase or
subscribe for Nil Paid Rights, Fully Paid Rights or New Shares or
to take up any entitlements to Nil Paid Rights in any jurisdiction.
No offer or invitation to underwrite, sell, issue, purchase or
subscribe for, or any solicitation to underwrite, sell, issue,
purchase or subscribe for, any securities will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States or
Australia, Canada, Japan or the Republic of South Africa or in any
other jurisdiction where the extension or availability of the
Rights Issue (and any other transaction contemplated thereby) would
breach any applicable law or regulation, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction, where to do so might constitute a violation of local
securities laws or regulations.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, neither this announcement nor the Prospectus no
r the Provisional Allotment Letters (should be distributed,
forwarded to or transmitted in or into the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction where to do so might constitute a violation of
local securities laws or regulations.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each Shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Notice to all investors
Goldman Sachs International ("Goldman Sachs") is authorised in
the United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the Financial Conduct
Authority (the "FCA") and the PRA. Goldman Sachs is acting as
Financial Adviser (except in connection with its role as
underwriter on the Rights Issue ), Sponsor and Joint Global
Co-ordinator to the Company and no other person in connection with
this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Goldman Sachs nor for providing advice to any person in relation to
any matters referred to in this announcement. Each of Barclays Bank
PLC, HSBC Bank plc, J.P. Morgan Securities plc (conducting its UK
investment banking activities as J.P. Morgan Cazenove), Merrill
Lynch International, Mediobanca - Banca di Credito Finanziario
S.p.A., Mizuho International plc and MUFG Securities EMEA plc
(together, with BNP Paribas, the "Underwriters"), is authorised by
the PRA and regulated by the PRA and the FCA in the United Kingdom.
BNP Paribas is authorised and regulated by the European Central
Bank and the Autorité de Contrôle Prudentiel et de Resolution. BNP
Paribas London branch is authorised by the Prudential Regulation
Authority with deemed permissions under the UK Temporary
Permissions Regime. BNP Paribas London branch is subject to
regulation by the FCA and limited regulation by the PRA. Details of
the Temporary Permissions Regime, which allows EEA based firms to
operate in the UK for a limited period while seeking full
authorisation, are available on the FCA's website. The Underwriters
are acting for the Company and are acting for no one else in
connection with the Rights Issue and will not regard any other
person as a client in relation to the Rights Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to in this announcement or in
the Prospectus.
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END
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