TIDMTRS
RNS Number : 8491A
Tarsus Group PLC
14 September 2018
14 September 2018
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
Tarsus Group plc
Results of Placing
Tarsus Group plc ("Tarsus, the "Company" or the "Group") is
pleased to confirm that, pursuant to the announcement earlier
today, 8,888,889 new ordinary shares of 5 pence each in the capital
of Tarsus (the "Placing Shares") have been placed by Deutsche Bank
AG, London Branch ("Deutsche Bank") and Peel Hunt LLP ("Peel Hunt")
at a price of 270 pence per Placing Share with existing and new
institutional investors, raising gross proceeds of approximately
GBP24.0 million (the "Placing").
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to the premium
listing segment of the Official List of the UK Listing Authority
(the "Official List") and to the London Stock Exchange plc for
admission to trading of the Placing Shares on its main market for
listed securities (together, "Admission"). It is expected that
Admission will take place at 8.00 a.m. on 18 September 2018 and
that dealings in the Placing Shares on the London Stock Exchange's
main market for listed securities will commence at that time.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 5 pence each in the share capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such shares
after Admission, including the interim dividend of 3.3 pence per
Ordinary Share announced on 26 July 2018 and payable on 11 January
2019. The Placing Shares represent approximately 7.8 per cent. of
the issued ordinary share capital of the Company prior to the
Placing. The Placing Price of 270 pence per share represents a
discount of 5.3 per cent to the middle market price at the time
that the Company and the Joint Bookrunners agreed the Placing
Price.
Following Admission, the total number of ordinary shares in
issue will be 122,437,449 with each share carrying the right to one
vote. The total number of voting rights in the Company is therefore
122,437,449. There are no shares held in treasury. The above figure
should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, Tarsus
Group plc, under the FCA's Disclosure Guidance and Transparency
Rules.
For further information contact:
Tarsus Group plc
Douglas Emslie, Group Managing Director +44 (0) 20 8846 2700
Dan O'Brien, Group Finance Director +44 (0) 20 8846 2700
Deutsche Bank (Joint Bookrunner and Joint
Broker)
Simon Hollingsworth / Mark Hankinson /
Ashish Jhajharia / Harry Sanders +44 (0) 20 7545 8000
Peel Hunt LLP (Joint Bookrunner and Joint
Broker)
Edward Knight / Nick Prowting / Rory James-Duff
/ Sohail Akbar +44 (0) 20 7418 8900
IR Focus
Neville Harris, Investor Relations +44 (0) 79 0997 6044
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). The person responsible for making this announcement on
behalf of the Company is Simon Smith, Company Secretary.
Notes to Editors
Tarsus Group plc. (LSE:TRS) is an international
business-to-business media group with interests in exhibitions,
publishing and online media. The Group operates globally in the US
and Americas, China, Southeast Asia, the Middle East and North
Africa, Turkey and Europe, in key verticals including aviation,
medical, labels and packaging, discount clothing (Off-Price),
travel, housewares and automotive.
Tarsus runs more than 150 events and its flagship brands include
the Labelexpo Global Series in Europe, the Americas and Asia and
the Dubai Airshow.
The Group operates across a worldwide network of offices in
Dublin, London, Jakarta, Milwaukee, Atlanta, Boca Raton (Florida),
Dubai, Shanghai and Istanbul.
For more information visit www.tarsus.com.
IMPORTANT NOTICES
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the US Securities Act, as amended
("US Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction of the United States, and will
be offered only in "offshore transactions" as defined in and
pursuant to regulations under the US Securities Act, and in the
United States only to QIBs in transactions exempt from, or not
subject to, the registration requirements under the US Securities
Act and in compliance with any securities laws of any state or
other jurisdiction of the United States. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this announcement, will not be accepted.
This announcement may contain "forward-looking statements" with
respect to certain of Tarsus' plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of Tarsus, including
amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of
future acquisitions or combinations within relevant industries, the
effect of tax and other legislation and other regulations in the
jurisdictions in which Tarsus and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on Tarsus' profitability and ability to access capital and
credit, a decline in Tarsus' credit ratings, the effect of
operational risks and the loss of key personnel. As a result, the
actual future financial condition, performance and results of
Tarsus may differ materially from the plans, goals and expectations
set out in any forward-looking statements. Any forward-looking
statements made in this announcement by or on behalf of Tarsus
speak only as at the date on which they are made. Except as
required by applicable law or regulation, Tarsus expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any changes in Tarsus' expectations with
regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting
exclusively for the Company and no-one else in connection with the
Placing and the matters referred to in this Announcement, will not
regard any other person as its client in relation to the Placing
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 Placing or any transaction or arrangement
referred to in this Announcement.
Deutsche Bank is authorised under German Banking Law (competent
authority: European Central Bank) and, in the United Kingdom, by
the Prudential Regulation Authority (the "PRA"). It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the PRA and the FCA. Details
about the extent of its authorisation and regulation by the PRA,
and regulation by the FCA are available on request or from
www.db.com/en/content/eu_disclosures.html. Deutsche Bank is acting
exclusively for the Company and no one else in connection with the
Placing, and Deutsche Bank will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Deutsche Bank and Peel Hunt or by any of
its respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Neither the content of Tarsus' website (or any other website)
nor the content of any website accessible from hyperlinks on
Tarsus' website (or any other website) is incorporated into or
forms part of this announcement.
Deutsche Bank and Peel Hunt are acting as joint bookrunners in
respect of the Placing.
This announcement, and the information in it, is restricted and
is not for publication, release or distribution, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which such publication, release or
distribution would be unlawful. This announcement has not been
examined or approved by the FCA or the London Stock Exchange, nor
is it intended that it will be so examined or approved.
This announcement is not an offer of securities for sale into
the United States. The securities referred to herein have not been
and will not be registered under the US Securities Act and will be
offered only in "offshore transactions" as defined in and pursuant
to regulations under the US Securities Act. No public offering of
securities is being made in the United States. No money, securities
or other consideration from any person inside the United States is
being solicited and, if sent in response to the information
contained in this announcement, will not be accepted.
Information to Distributors: Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Company's ordinary shares may decline
and investors could lose all or part of their investment; the
Company's ordinary shares offer no guaranteed income and no capital
protection; and an investment in the Company's ordinary shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
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
ROISFDFFLFASESU
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September 14, 2018 07:06 ET (11:06 GMT)
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