TIDMESC
RNS Number : 1349T
Escape Hunt PLC
22 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, THE REPUBLIC OF IRELAND, 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
UK 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.
For immediate release
22 November 2021
ESCAPE HUNT PLC (To be renamed XP Factory Plc)
("Escape Hunt", the "Company" or the "Group")
Result of the General Meeting
Total Voting Rights
And
Directors' Shareholdings
Result of Meeting
Escape Hunt plc (AIM: ESC), a leading operator of escape rooms
in the fast-growing experiential leisure sector, is pleased to
announce that at the General Meeting held earlier today, all of the
Resolutions proposed were duly passed. Please note that all terms
in this announcement have the same meaning as in the Circular sent
to Shareholders on 4 November 2021.
Application for Admission has been made in respect of, in
aggregate, the 57,385,007 New Ordinary Shares to be issued pursuant
to the Placing (49,250,000 New Ordinary Shares), the Subscription
(750,000 New Ordinary Shares, and the Open Offer (7,385,007 New
Ordinary Shares).
It is expected admission of these New Ordinary Shares will
become effective and dealings in these Ordinary Shares will
commence at 8.00 a.m. on 23 November 2021.
Total Voting Rights
Upon Admission, the Company's total issued share capital will be
146,005,098 Ordinary Shares and the Company does not hold any
shares in treasury. This figure may be used by shareholders as the
denominator for calculations by which they will determine if they
are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Directors' Shareholdings
Details of each Director's participation (or their associates)
in the Fundraising and their resultant beneficial shareholdings
immediately following Admission are set out below:
Number of
New Ordinary Number of
Number of Shares subscribed Ordinary Percentage
Existing for pursuant Shares held interest
Ordinary to the Subscription immediately in the Enlarged
Director Shares held or Placing after Admission Share Capital
Richard Rose 1,387,000* 1,000,000 2,387,000* 1.5%
------------- --------------------- ----------------- -----------------
Richard Harpham 709,606 158,333 867,939 0.5%
------------- --------------------- ----------------- -----------------
Graham Bird 1,442,202 341,667 1,783,869 1.1%
------------- --------------------- ----------------- -----------------
Karen Bach 142,400 116,667 259,067 0.2%
------------- --------------------- ----------------- -----------------
*of which, 53,666 Ordinary Shares are held by Richard Rose, with
the balance held in a trust for his adult children.
Proposed Change of Name
The Resolutions included a resolution to change the name of the
Company to XP Factory Plc to reflect the changing nature of the
Enlarged Group's business. Upon the change of name being registered
at Companies House, which is expected to occur within approximately
three weeks following Admission, the Company's AIM ticker symbol
will be changed to XPF and its website address will be changed to
www.xpfactory.com. A further announcement will be made in due
course.
Enquiries:
Escape Hunt plc
https://www.escapehunt.com/
Richard Harpham (Chief Executive
Officer)
Graham Bird (Chief Financial
Officer) +44 (0) 20 7846 3322
Shore Capital, NOMAD and Joint
Broker
https://www.shorecap.co.uk/
Tom Griffiths
David Coaten +44 (0) 20 7408 4050
Zeus Capital Limited, Joint
Broker
https://www.zeuscapital.co.uk/
Daniel Harris +44 (0) 20 3829 5000
KK Advisory Ltd, Placing Agent
www.kkadvisory.co.uk
Kam Bansil +44 (0) 20 7039 1901
IFC Advisory - Financial PR
https://www.investor-focus.co.uk/
Graham Herring
Florence Chandler +44 (0) 20 3934 6630
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 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.
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 and
Admission. 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 broker to the Company
in connection with the matters described in this announcement and
is not acting for any other persons in relation to the Fundraising
and 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
its clients 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
MSCUUAARARUAUAA
(END) Dow Jones Newswires
November 22, 2021 06:13 ET (11:13 GMT)
Xp Factory (LSE:XPF)
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Xp Factory (LSE:XPF)
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