TIDMJOUL
RNS Number : 0600W
Peel Hunt LLP
20 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PROPOSED SECONDARY PLACING OF APPROXIMATELY 5.25 MILLION
ORDINARY SHARES IN JOULES GROUP PLC (THE "COMPANY" OR "JOULES")
Tom Joule, the Founder and Chief Brand Officer of the Company,
announces his intention to sell approximately 5.25 million ordinary
shares (the "Placing Shares") in the Company, which represents
approximately 4.7% of the Company's issued share capital. The
shares to be sold are currently held by Tom Joule directly and by
various discretionary trusts which are controlled by Tom Joule (the
"Selling Shareholders").
This proposed sale is aimed at achieving greater portfolio
diversification on the part of Tom Joule and the discretionary
trusts. Tom Joule last sold shares in Joules in 2016.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Peel Hunt LLP ("Peel Hunt") is acting
for the Selling Shareholders in connection with the Placing.
Tom Joule currently holds 26.5% of the Company's issued share
capital. Tom remains a very substantial shareholder in the Company
and his working relationship with, and commitment to, the Company
is unchanged. The remainder of the Company's shares controlled by
Tom Joule following the Placing will be subject to a lock-up which
ends 6 months after completion of the Placing (subject to waiver by
Peel Hunt and to certain customary exceptions).
The final number of Placing Shares to be placed will be agreed
by Peel Hunt and Tom Joule at the close of the bookbuild process,
and the results of the Placing will be announced as soon as
practicable thereafter. The timings for the close of the bookbuild
process are at the absolute discretion of Peel Hunt. The Placing is
subject to demand, price and market conditions.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Contacts / Enquiries
Peel Hunt
Al Rae / Sohail Akbar / Max Irwin (ECM)
George Sellar / Andrew Clark / Will Bell (Investment +44 20 7418
Banking) 8900
IMPORTANT NOTICE
Members of the public are not eligible to take part in the
Placing. This announcement is for information purposes only and is
directed only at: (a) if in member states of the European Economic
Area, persons who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") (b) if in the United Kingdom, persons who are
"qualified investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation, which forms part of retained EU law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 and (b) if in the United Kingdom, persons who (i) have
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, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order and (ii) are "qualified investors" as defined in section 86
of the Financial Services and Markets Act 2000 ("FSMA") and (c)
otherwise, to persons to whom it may otherwise be lawful to
communicate it (each a "relevant person"). No other person should
act or rely on this announcement and persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to relevant persons and will be engaged
in only with relevant persons. The announcement does not itself
constitute an offer for sale of any securities.
This announcement is not for publication or 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), Canada, Australia,
Japan, 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. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold, directly or indirectly, in the United States, absent
registration except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of, the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the securities referred to herein in
the United States or in any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to Joules Group plc and
Joules Group plc's shares. Such information has not been
independently verified. 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
or completeness.
In connection with the Placing, Peel Hunt or any of its
affiliates may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for its own accounts such Placing Shares and other
securities of Joules Group plc or related investments in connection
with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, 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
either Peel Hunt or any of its respective affiliates acting as
investors for their own accounts. Peel Hunt does not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations 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 Joules Group plc or its shares.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the
FCA in the United Kingdom. Peel Hunt is acting for the Selling
Shareholders in connection with the Placing and no one else, and
will not be responsible to anyone other than the Selling
Shareholders for providing the protections offered to clients of
Peel Hunt nor for providing advice in relation to the Placing
Shares or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this
announcement.
This announcement has been issued by Peel Hunt on behalf of the
Selling Shareholders and is the sole responsibility of the Selling
Shareholders apart from the responsibilities and liabilities, if
any, that may be imposed on Peel Hunt by the Financial Services and
Markets Act 2000. Peel Hunt does not accept any responsibility
whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by the Selling Shareholders or on the
Selling Shareholders' behalf or on Peel Hunt's behalf, in
connection with the Selling Shareholders or the Placing, and
nothing in this announcement is or shall be relied upon as a
promise or representation in this respect, whether as to the past
or the future. Peel Hunt accordingly disclaims to the fullest
extent permitted by law all and any responsibility and liability,
whether arising in tort, contract or otherwise, which it might
otherwise have in respect of this announcement and any such
statement.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("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.
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END
IOEEAFLEASDFEFA
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April 20, 2021 08:00 ET (12:00 GMT)
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