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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF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 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.

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(END) Dow Jones Newswires

November 30, 2021 11:45 ET (16:45 GMT)

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