TIDMCBOX
RNS Number : 5047T
Shore Capital Stockbrokers Ltd
24 November 2021
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION AS IT FORMS PART OF LAW
IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018.
24 November 2021
PROPOSED PLACING OF 3 MILLION SHARES IN CAKE BOX HOLDINGS PLC
(THE "COMPANY" OR "CAKE BOX") BY SUKH CHAMDAL, CEO OF CAKE BOX AND
HIS SPOUSE, MRS SANTOSH CHAMDAL (TOGETHER THE "SELLERS").
The Sellers announce that in response to investor demand and a
desire for financial diversification, and in line the ambition
expressed at the time of the Company's IPO to increase the
Company's freefloat over time, they intend to sell in aggregate 3
million ordinary shares in Cake Box (the "Placing Shares"). Sukh
Chamdal and Santosh Chamdal currently own together c.12.79 million
ordinary shares and will, assuming 3 million Placing Shares are
sold in the Placing (as defined below), retain a significant
holding in the Company of c.9.79 million ordinary shares
representing approximately c.24.47 per cent. of the Company's
current issued share capital.
The Placing Shares represent approximately 7.5 per cent. of the
Company's current issued share capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following the release of this announcement. Shore Capital
Stockbrokers Limited ("Shore") is acting as sole bookrunner (the
"Sole Bookrunner") for the Sellers in connection with the
Placing.
The Sellers will be subject to a lock-up for 6 months in
relation to all other ordinary shares held by them and their
associated persons after completion of the Placing (unless consent
is granted by the Sole Bookrunner).
The final number of Placing Shares to be placed, and the price
at which the Placing Shares are to be placed, will be agreed by the
Sole Bookrunner and the Sellers 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 the Sole
Bookrunner. The Placing is subject to demand, price and market
conditions.
The Sellers have entered into a block trade agreement with Shore
in relation to the Placing.
Contacts / Enquiries
Shore Capital
+44 (0) 20 7408 4090
Corporate Broking - Fiona Conroy
Corporate Advisory - Stephane Auton /Patrick Castle /James
O'Neill
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2 (E) OF REGULATION
(EU) 2017/1129; AND (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED WITHIN REGULATION (EU) 2017/1129 AS IT FORMS
PART OF RETAINED UK LAW BY VIRTUE OF THE EUROPEAN UNON (WITHDRAWAL)
ACT 2018 AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF
THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING
SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO
IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the U.S. 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 absent registration, may not
be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant state or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere. Subject to certain exemptions, the
Placing Shares are being offered and sold outside of the United
States in "offshore transactions" within the meaning of, and in
reliance on, the safe harbour from the registration requirements
under the Securities Act provided by Regulation S promulgated
thereunder.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities 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 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
Sellers or by Shore or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, the Republic of South Africa or Japan. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
announcement 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.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, Shore or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Sellers and Shore to inform themselves about and to observe any
applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in the announcement or on its completeness
and this announcement should not be considered a recommendation by
Shore in relation to any purchase of, or subscription for,
securities of Cake Box.
Shore, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting only for the
Sellers and no-one else in connection with the Placing. It will not
regard any other person as its client in relation to the Placing
and will not be responsible to anyone other than the Sellers for
providing the protections offered to its clients nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Shore and its affiliates acting as an investor for their own
account may participate in the Placing on a proprietary basis and
in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition, they may enter into financing
arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares.
Shore does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Neither Shore nor any of its directors, shareholders, officers,
employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any information relating
to Cake Box or its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise
arising in connection therewith.
Neither the Sellers nor any of their advisers or agents accepts
any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any information relating to Cake Box or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of the UK Prospectus Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II") (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive EU 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"EU Target Market Assessment" and, together with the UK Target
Market Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessments are without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions to the
Placing. Furthermore, it is noted that, notwithstanding the Target
Market Assessments, Shore will only procure investors who meet the
criteria of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of COBS (for the purposes of the UK Target Market
Assessment) or MiFID II (for the purposes of the EU Target Market
Assessment); or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
announcement will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a
prediction of actual results or otherwise.
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.
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END
IOEDKQBBABDDQDB
(END) Dow Jones Newswires
November 24, 2021 11:44 ET (16:44 GMT)
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