TIDMESC
RNS Number : 2764R
Escape Hunt PLC
03 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA , NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION , RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR , OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ESCAPE HUNT PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION . NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF ESCAPE HUNT PLC .
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (MAR) UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
3 November 2021
Escape Hunt PLC
("Escape Hunt", the "Company" or the "Group")
Result of Placing and Posting of Circular
Further to its announcement released earlier today, Escape Hunt
(AIM:ESC), a leading operator of escape rooms in the fast-growing
experiential leisure sector, is pleased to announce the successful
completion of the oversubscribed placing (the "Placing
Announcement").
Capitalised terms used in this announcement and not defined
herein shall have the meanings given to them in the Placing
Announcement.
A total of GBP 15.0 million (before expenses) has been
conditionally raised pursuant to the Placing and Subscription as
follows:
-- GBP 14,775,000 through the issue of 49,250,000 Placing Shares
at 30 pence each ("Issue Price"); and
-- GBP225,000 through the issue of 750,000 Subscription Shares at the Issue Price.
In addition, in order to provide Shareholders who did not take
part in the Placing or Subscription with an opportunity to
participate in the proposed issue of New Ordinary Shares, the
Company is providing all Qualifying Shareholders with the
opportunity to subscribe for Open Offer Shares, to raise up to a
further approximately GBP2.2 million (before expenses), on the
basis of 1 Open Offer Share for every 12 Ordinary Shares held on
the Record Date, at the Issue Price. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility.
The Fundraising is subject, inter alia, to Shareholder approval
being obtained at the General Meeting of the Company to be convened
for 22 November 2021.
The Placing was conducted by way of an accelerated bookbuild
process. Shore Capital acted as broker on the Placing. KK Advisory
Ltd acted as placing agent.
As outlined in the Placing Announcement, the net proceeds of the
Fundraising will be used to pay for the cash element of the
consideration payable for the Acquisition, for operational
improvements/integration of Boom Battle Bars, for new sites, to
fund the costs and expenses of the Proposals and for general
working capital purposes.
The Directors (or their associates) have, in aggregate, invested
GBP 485,000 in the Fundraising by means of 500,000 Subscription
Shares and 1,116,667 Placing Shares all acquired at the Issue
Price.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
anticipated that Admission of the New Ordinary Shares will take
place at 8.00 a.m. on 23 November 2021. The New Ordinary Shares
will rank pari passu with the existing Ordinary Shares.
The Placing Shares, Subscription Shares and Open Offer Shares
(assuming full take up), in aggregate, will represent approximately
39 per cent. of the Company's enlarged share capital on
Admission.
The Placing Shares and the Subscription Shares are not subject
to clawback and are not part of the Open O er. None of the Placing,
the Subscription or the Open Offer is underwritten.
Directors' shareholdings
Details of each Director's participation (or their associates)
in the Fundraising and their resultant shareholdings are set out
below:
Percentage
Number of Number of New Number of Ordinary interest in
Director Existing Ordinary Ordinary Shares Shares held the Enlarged
Shares held subscribed immediately Share Capital
for pursuant after Admission ( assuming
to the Subscription nil take up
or Placing in the Open
Offer )
------------- -------------------- ---------------------- --------------------- ---------------
Richard
Rose 1,387,000 1,000,000 2,387,000 1.5%
Richard
Harpham 708,766 158,333 867,099 0.5%
Graham Bird 1,441,362 341,667 1,783,029 1.1%
Karen Bach 142,400 116,667 259,067 0.2%
Related Party Transaction
Canaccord Genuity Group Inc., which is a substantial shareholder
in the Company as defined in the AIM Rules for Companies (and
therefore a related party of the Company for the purposes of the
AIM Rules for Companies) (the "Substantial Shareholder Related
Party"), has conditionally subscribed for 10,000,000 Placing
Shares. Therefore, the participation of the Substantial Shareholder
Related Party in the Placing constitutes a related party
transaction under Rule 13 of the AIM Rules for Companies.
The Directors, having consulted with Shore Capital and
Corporate, the Company's nominated adviser, consider that the terms
of the Substantial Shareholder Related Party's participation in the
Fundraising are fair and reasonable insofar as the Shareholders are
concerned.
Posting of Circular
The Company intends to publish a Circular later today setting
out further details of the Fundraising and the Acquisition. It will
also contain a Notice of General Meeting as the issue of the New
Ordinary Shares is conditional, inter alia, on Shareholder
approval. The Circular will be sent to Shareholders, together with
a Form of Proxy and an Application Form for the Open Offer. The
Circular will also be available on the Company's website at
www.escapehunt.com /investors .
Enquiries:
Enquiries:
Escape Hunt plc
https://www.e scapehunt .com/
Richard Harpham (Chief Executive Officer)
Graham Bird (Chief Financial Officer)
Kam Bansil (Investor Relations) +44 (0) 20 7846 3322
Shore Capital, Nomad and Joint Broker
https://www.shorecap.co.uk/
Tom Griffiths (Corporate Advisory)
David Coaten (Corporate Advisory) +44 (0) 20 7408 4050
Zeus Capital Limited, Joint Broker
https://www.zeuscapital.co.uk/
John Goold
Daniel Harris +44 (0) 20 3829 5000
KK Advisory Ltd, Placing Agent +44 (0) 20 7039 1901
www.kkadvisory.co.uk
Kam Bansil
IFC Advisory - Financial PR
https://www.investor-focus.co.uk/
Graham Herring
Florence Chandler +44 (0) 20 3934 6630
About Escape Hunt plc
The Escape Hunt Group is a global leader in providing
escape-the-room experiences delivered through a network of
owner-operated sites in the UK, an international network of
franchised outlets in five continents, and through digitally
delivered games which can be played remotely. Its products enjoy
consistent premium customer ratings and cater for leisure or
teambuilding, in small groups or large, and are suitable for
consumers, businesses and other organisations. Having been
re-admitted to AIM in May 2017, the Company has a strategy of
creating high quality premium games and experiences delivered
through multiple formats and which can incorporate branded IP
content.
The person responsible for arranging the release of this
information is Richard Harpham, CEO of the Company.
IMPORTANT NOTICE
This announcement (the "Announcement") and the information
contained herein is for information purposes only and is not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States, Canada, New
Zealand, Australia, Japan, the Republic of Ireland or the Republic
of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Placing Restricted Jurisdictions"). The New
Ordinary Shares have not been and will not be registered under the
United States Securities Act of 1933 (the "Securities Act") or
under the securities laws of any state or other jurisdiction of the
United States and may not be ordered, sold, or transferred,
directly or indirectly, in or into the United States absent
registration under the Securities Act or an available exemption
from or in a transaction not subject to the registration
requirements of the Securities Act and, in each case, in compliance
with the securities law of any state or any other jurisdiction of
the United States. No public ordering of the New Ordinary Shares is
being made in the United States. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly,
in connection with the Fundraising. This Announcement does not
constitute or form part of an order to sell or issue or a
solicitation of an order to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation,
the Placing Restricted Jurisdictions or any other jurisdiction in
which such order or solicitation would be unlawful. This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Placing Restricted Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Shore Capital
Stockbrokers or Shore Capital and Corporate or any of their
respective directors, officers, partners, agents, employees or
affiliates that would permit an order of the New Ordinary Shares or
possession or distribution of this Announcement or any other
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
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.
Certain statements in this Announcement are forward looking
statements which are based on the Group's expectations, intentions
and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts.
These forward looking statements, which may use words such as
"aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Group's
businesses operate to differ materially from the impression created
by the forward looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward looking statements. Forward looking
statements speak only as of the date of such statements and, except
as required by the UK Financial Conduct Authority ("FCA"), the
London Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Shore Capital and Corporate, which is authorised and regulated
in the UK by the FCA, is acting as nominated adviser to the Company
in connection with the matters described in this document and is
not acting for any other persons in relation to the Fundraising.
Shore Capital and Corporate is acting exclusively for the Company
and for no one else in relation to the contents of this
announcement and persons receiving this announcement should note
that Shore Capital and Corporate will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Shore Capital and Corporate or for advising any other
person on the arrangements described in this announcement. The
responsibilities of Shore Capital and Corporate as the Company's
nominated adviser under the AIM Rules and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director, Shareholder or
other person in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this document
and/or the application form, or otherwise.
Shore Capital Stockbrokers, which is authorised and regulated in
the United Kingdom by the FCA, is acting as sole broker to the
Company in connection with the matters described in this document
and is not acting for any other persons in relation to the
Fundraising or Admission. Shore Capital Stockbrokers is acting
exclusively for the Company and for no one else in relation to the
contents of this announcement and persons receiving this
announcement should note that Shore Capital Stockbrokers will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Shore Capital Stockbrokers or
for advising any other person on the arrangements described in this
announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. 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 or on
behalf of the Company (except to the extent imposed by law or
regulations), Shore Capital Stockbrokers or Shore Capital and
Corporate or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
contents of this Announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by any of them, or on their behalf, the Company or any other
person in connection with the Company, the Fundraising or Admission
or for 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. Each of Shore Capital
Stockbrokers and Shore Capital and Corporate and their affiliates
and agents disclaims to the fullest extent permitted by law all and
any responsibility or liability whatsoever, whether arising in
tort, contract or otherwise, which it might otherwise have in
respect of this Announcement or any such statement.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than to
trading on AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
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END
MSCBRBDBRUGDGBX
(END) Dow Jones Newswires
November 03, 2021 13:59 ET (17:59 GMT)
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