TIDMTEG
RNS Number : 3845C
Ten Entertainment Group PLC
12 April 2017
NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
This announcement (the "Announcement") is an advertisement for
the purposes of the UK Prospectus Rules of the UK Financial Conduct
Authority (the "FCA") and not a prospectus. This Announcement does
not constitute and shall not be deemed to constitute, or form part
of, and should not be construed as, any offer for sale or
subscription of, or solicitation of any offer to buy or subscribe
for, or otherwise deal in, any shares in Ten Entertainment Group
plc (the "Company") or securities in any other entity, in any
jurisdiction, including in or into the United States, Australia,
Canada or Japan nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract or investment decision whatsoever, in any
jurisdiction. Securities of the Company, including any offering of
its shares, may not be offered or sold in the United States absent
registration under U.S. securities laws or unless exempt from
registration under such laws. The intended offering of securities
described in this Announcement has not been and will not be
registered under U.S. securities laws, and accordingly, any
intended offer or sale of those securities may be made only in a
transaction exempt from registration.
This Announcement does not constitute a recommendation regarding
any securities. Any investment decision must be made exclusively on
the basis of a prospectus intended to be published on [12] April
2017 by the Company (the "Prospectus") and any supplement thereto
in connection with the admission of the ordinary shares of the
Company to the premium segment of the Official List of the FCA and
to trading on London Stock Exchange plc's main market for listed
securities ("Admission").
12 April 2017
Ten Entertainment Group plc
Publication of Prospectus
Further to the announcement that Ten Entertainment Group plc
published earlier today in connection with its initial public
offering (the "Offer"), Ten Entertainment Group plc is pleased to
announce that the Prospectus has been approved by the FCA.
The Prospectus relates to the admission of the Company's
ordinary shares to the premium listing segment of the Official List
of the FCA and to trading on the main market for listed securities
of the London Stock Exchange.
Copies of the Prospectus will be available at the Company's
registered office at Aragon House, University Way, Cranfield
Technology Park, Cranfield, Bedford, MK43 0EQ and will also be
available on the website of the Company at www.tegplc.co.uk,
subject to applicable securities laws.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
Ten Entertainment Group plc via Instinctif Partners
Nick Basing, Non-Executive Chairman
Alan Hand, Chief Executive Officer
Mark Willis, Chief Financial
Officer
Graham Blackwell, Chief Commercial
Officer
Numis
Oliver Cardigan
Michael Burke
Hugo Rubinstein 020 7260 1000
Instinctif Partners
Matthew Smallwood
Guy Scarborough 020 7457 2020
DISCLAIMER / FORWARD-LOOKING STATEMENTS
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND
ANY COPY OF IT MAY ONLY BE MADE OR DISTRIBUTED TO NON-U.S. PERSONS
IN CONNECTION WITH "OFFSHORE TRANSACTIONS" AS SUCH TERMS ARE
DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "U.S. SECURITIES ACT")
("REGULATION S") OR WITHIN THE UNITED STATES ONLY TO "QUALIFIED
INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT ("RULE 144A"), WHO ARE ALSO, IN EACH CASE,
"QUALIFIED PURCHASERS" ("QPs"), AS DEFINED IN SECTION 2(A)(51) OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT
COMPANY ACT"), OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
U.S. SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION
OF THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND
ANY COPY OF IT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO
COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE U.S.
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THIS
ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO BUY OR
SUBSCRIBE FOR, THE SECURITIES REFERRED TO HEREIN TO ANY PERSON IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED (I) TO QIBS
WHO ARE ALSO, IN EACH CASE, "QUALIFIED PURCHASERS," FOR PURPOSES OF
SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT AND THE RULES
PROMULGATED THEREUNDER, IN RELIANCE ON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT PROVIDED BY RULE
144A OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(II) OUTSIDE OF THE UNITED STATES IN RELIANCE UPON REGULATION S
UNDER THE US SECURITIES ACT TO NON-US PERSONS IN OFFSHORE
TRANSACTIONS.
This announcement does not contain or constitute and shall not
be deemed to constitute, or form part of, any offer or invitation
to sell, allot or issue, or any solicitation of any offer to
purchase, subscribe for, or otherwise deal in any securities, nor
shall it (or any part of it) or the fact of its distribution form
the basis of, or be relied upon in connection with, or act as any
inducement to enter into, any contract or commitment for
securities.
This announcement also does not contain or constitute and shall
not be deemed to contain or constitute an offer of, or solicitation
of an offer to buy or subscribe for the securities referred to
herein to any person in any jurisdiction, including the United
States (including its territories and possessions, any State of the
United States and the District of Columbia), Australia, Canada, or
Japan or in any jurisdiction to whom or in which such offer,
solicitation or dealing is unlawful.
This announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC), amendments thereto any
implementing measure in each relevant member of the EEA ("Qualified
Investors"). In addition, in the United Kingdom, this announcement
is being distributed only to, and is directed only at, Qualified
Investors who (i) are persons 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"), (ii) are persons who are high net
worth entities falling within article 49(2)(a) to (d) of the Order,
or (iii) are other persons to whom it may otherwise lawfully be
communicated (as such persons together being referred to as
"Relevant Persons"). This announcement must not be acted on or
relied on (i) in the United Kingdom, by persons who are not
Relevant Persons, and (ii) in any member state of the EEA, other
than the United Kingdom, by persons who are not Qualified
Investors. Any investment or investment activity to which this
document relates is available only to (i) Relevant Persons in the
United Kingdom, and (ii) Qualified Investors in any member state of
the EEA other than the United Kingdom, and will be engaged in only
with such persons. Nothing in this announcement constitutes
investment advice and any recommendations that may be contained
therein have not been based upon a consideration of the investment
objectives, financial situation or particular needs of any specific
recipient.
This announcement contains 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
The forward-looking statements reflect the Company's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Company's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
The forward-looking statements speak only as of the date they are
made and cannot be relied upon as a guide to future
performance.
Numis has been appointed as sole sponsor, financial adviser and
bookrunner to the Company. Each of the Company and Numis and their
respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether it is a result of
new information, future developments or otherwise.
Any purchase of securities on Admission should be made solely on
the basis of the information contained in the Prospectus. No
reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on
its completeness, accuracy or fairness. The information in this
announcement is subject to change. This announcement has not been
approved by any competent regulatory authority.
The Admission timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
There is no guarantee that Admission will occur and you should not
base your financial decisions on the Company's intentions in
relation to Admission at this stage. Acquiring securities to which
this announcement relates may expose an investor to a significant
risk of losing all or part of the amount invested. Persons
considering making such an investment should consult an authorised
person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning
Admission. The value of securities can decrease as well as
increase. Potential investors should consult a professional adviser
as to the suitability of the Offer for the person concerned. Past
performance cannot be relied upon as a guide to future
performance.
Numis is authorised and regulated by the FCA in the UK and is
acting exclusively for the Company and no one else in connection
with the Offer and Admission. It will not regard any other person
as a client in relation to the Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
contents of this announcement, the Offer and Admission or any
transaction, arrangement, or other matter referred to herein.
Neither the Company, Numis nor any of their respective
directors, officers, employees, agents or any other persons acting
on their behalves, make or give any undertakings, representations
or warranties or other assurances, express or implied, with respect
to the completeness, accuracy, fairness or verification of the
information or opinions contained in this announcement or (or
whether any information has been omitted from the announcement). No
such persons accept any responsibility or liability whatsoever for
the contents of this announcement or for any other statement made
or purported to be made by it or on its behalf in connection with
the Company, the Offer Shares, the Offer or Admission and
accordingly disclaim, to the fullest extent permitted by applicable
law, all and any liability whether arising in tort or contract or
otherwise which they (or any of them) might otherwise have in
respect of this announcement or any such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIOKBDKOBKDKQD
(END) Dow Jones Newswires
April 12, 2017 13:05 ET (17:05 GMT)
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