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 OR THE SOLICITATION OF AN OFFER TO
BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF THE
SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
12
July 2024
PROPOSED SECONDARY PLACING OF
APPROXIMATELY 30 MILLION ORDINARY SHARES IN
BALTIC CLASSIFIEDS GROUP PLC ("BCG")
Antler EquityCo S.à r.l.
("Antler"), which is
controlled by funds advised by Apax Partners LLP ("Apax"), announces its intention to sell
approximately 30 million ordinary shares in the capital of BCG (the
"Placing Shares") by way of
an accelerated bookbuild to institutional investors (the
"Placing"). The Placing
Shares represent approximately 6% of BCG's issued share capital. The
Placing Shares rank pari passu in all respects with BCG's ordinary
shares.
BCG has separately notified Antler
of its intention to make an off-market purchase of approximately
4.2 million ordinary shares in the capital of BCG (the
"Off-Market
Purchase"). This will be executed concurrently with
the Placing, in accordance with the terms of a contract (the
"Buyback Contract") between
Antler and BCG, which was approved by the shareholders of BCG at
its Annual General Meeting on 27 September 2023, subject to the
completion of the Placing.
Antler currently owns 63,092,378
ordinary shares representing approximately
13% of BCG's issued share
capital.
BofA Securities Europe SA
("BofA Securities") is
acting as sole Global Coordinator in connection with the
Placing.
The bookbuilding process with
institutional investors will commence today, 12 July 2024, and may
close at any time on short notice. The results of the Placing,
including the number of Placing Shares to be sold, will be
announced as soon as practicable after the closing of the
bookbuilding process.
To permit the Placing, the Global
Coordinator has waived the 90 day lock-up undertaking that was
agreed in connection with the previous placing undertaken by Antler
on 31 May 2024.
Antler has undertaken that it will
not dispose of any further BCG shares for a period of 90 days
following completion of the Placing, subject to certain exceptions
(including for disposals of shares pursuant to share repurchases by
BCG) and waiver by the Global Coordinator.
BCG is not a party to the Placing
and will not receive any proceeds from the Placing.
Enquiries:
BofA Securities
|
+44 (0)207
628 1000
|
· Peter
Luck / Andrew Briscoe / Sid Rishi
|
|
IMPORTANT NOTICE
The contents of this announcement
have been prepared by and are the sole responsibility of the
Seller.
This announcement is not for
publication, distribution or release, directly or indirectly, in or
into the United States of America (including its territories and
possessions), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction where such an announcement would
be unlawful. 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.
This announcement is not an offer of
securities or investments for sale nor a solicitation of an offer
to buy securities or investments in any jurisdiction where such
offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or
distribution of this announcement 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 any such restrictions.
The Placing Shares may not be
offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or
offering document relating to the Placing Shares in such
jurisdiction. No action has been taken by Antler or BofA Securities
or any of their respective affiliates that would permit an offering
of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such securities in any jurisdiction where action for that
purpose is required.
The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and, subject to
certain exemptions, may not be offered or sold in the United States
(as defined in Regulation S under the Securities Act). Neither this
document nor the information contained herein constitutes or forms
part of an offer to sell or the solicitation of an offer to buy
securities in the United States. There will be no public offer of
any securities in the United States or in any other
jurisdiction.
Members of the public are not
eligible to take part in the Placing. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed at and may only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified
investors" within the meaning of Article 2(e) of Prospectus
Regulation (Regulation (EU) 2017/1129); and (b) in the United
Kingdom, at "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant
Persons").
Any investment or investment
activity to which this Announcement relates is only available to,
and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so.
In connection with any offering of
the Placing Shares, BofA Securities and any of its affiliates
acting as an investor for their own account may take up as a
principal position any Placing Shares and in that capacity may
retain, purchase or sell for their own account such Placing Shares.
Accordingly, references in this announcement to the Placing Shares
being sold, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, BofA Securities
and any of its affiliates acting in such capacity. In addition they
may enter into financing arrangements and swaps or contracts for
differences with investors in connection with which they may from
time to time acquire, hold or dispose of Placing Shares. They do
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.
A communication that a transaction
is or that the book is "covered" (i.e. indicated demand from
investors in the book equals or exceeds the amount of the
securities being offered) is not any indication or assurance that
the book will remain covered or that the transaction and securities
will be fully distributed by the Global Coordinator. BofA
Securities reserves the right to take up a portion of the
securities in the offering as a principal position at any stage at
its sole discretion, inter alia, to take account of the objectives
of the seller, UK MiFID II requirements and in accordance with
allocation policies.
Neither BofA Securities nor any of
its or its affiliates' 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 the
announcement) or any other information relating to the Seller, the
Company, their respective 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.
BofA Securities is acting on behalf
of Antler and no one else in connection with any offering of the
Placing Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for
providing advice in relation to any offering of the Placing Shares.
BofA Securities will not regard any other person as its client in
relation to the offering of the Placing Shares.
This announcement does not purport
to identify or suggest the risks (direct or indirect) which may be
associated with an investment in BCG or its shares.
This announcement 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 and include statements regarding
intentions, beliefs or current expectations. No assurances can be
given that the forward-looking statements in this announcement will
be realised. As a result, no undue reliance should be placed on
these forward-looking statements as a prediction of actual events
or otherwise.