TIDMTEP
RNS Number : 0974U
Peel Hunt LLP
30 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR")
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
30 November 2021
Placing of 2,500,000 ordinary shares in Telecom Plus plc
("Telecom Plus" or the "Company")
Charles Wigoder (Executive Chairman and a PDMR of the Company)
and the Wigoder Family Foundation, (collectively, the "Selling
Shareholders") have sold, subject to completion, 2,500,000 ordinary
shares of 5 pence each in the Company (the "Placing Shares") at a
price of 1,450 pence per share (the "Placing"). The Placing was
carried out in response to strong institutional demand in the
Company's shares.
Peel Hunt LLP ("Peel Hunt") and Numis Securities Limited
("Numis") are acting as joint bookrunners to the Placing. The
Placing Shares represent approximately 3.2% of the Company's issued
share capital.
The proceeds of the Placing are payable in cash and will be
settled on a T+2 basis (unless otherwise agreed), and settlement of
the Placing is expected to occur on or about 2 December 2021.
The remainder of the Company's shares controlled by the Selling
Shareholders following the Placing will be subject to a lock-up
which ends 6 months after completion of the Placing (subject to
waiver by Numis and Peel Hunt and to certain customary exceptions).
The Company will not receive any proceeds from the Placing.
Market Abuse Regulation
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation. Upon the publication of this announcement via a
regulatory information service, this inside information is now
considered to be in the public domain.
Contacts / Enquiries
Peel Hunt
Al Rae / Sohail Akbar (ECM)
Dan Webster / Andrew Clark (Investment Banking) +44 20 7418 8900
Numis
Jamie Loughborough / Will Baunton (ECM)
Mark Lander / Joshua Hughes (Investment Banking) +44 20 7260 1000
IMPORTANT NOTICE
This announcement is not for publication, distribution or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, any state of
the United States and the District of Columbia), 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 the Company, the Selling Shareholders 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 may not be offered or sold, directly or
indirectly, in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of 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.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state or other
securities commission or other regulatory authority in the United
States, and none of the foregoing authorities has 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, admission document 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 the Selling Shareholders, Numis, Peel Hunt, or any of their
respective affiliates.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, Numis, Peel Hunt or any of
their respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, Numis, Peel Hunt or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
Members of the public are not eligible to take part in the
Placing. This announcement and the information 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) (the "Prospectus
Regulation"); and (b) in the United Kingdom, at "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation 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 is lawful to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company or its shares.
Numis and Peel Hunt, each of which are authorised and regulated
by the Financial Conduct Authority in the United Kingdom, are
acting only for the Selling Shareholders in connection with the
Placing and will not be responsible to anyone other than the
Selling Shareholders for providing the protections offered to their
respective clients, nor for providing advice in relation to the
Placing Shares, the Placing, the contents of this announcement or
any transaction, arrangement or other matter referred to in this
announcement, and apart from the responsibilities and liabilities
(if any) imposed on Numis and Peel Hunt by the Financial Services
and Markets Act 2000, any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should
seek their own independent legal, investment and tax advice as they
see fit.
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.
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
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END
MSCBMBFTMTIJBBB
(END) Dow Jones Newswires
November 30, 2021 11:45 ET (16:45 GMT)
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