TIDMCBOX
RNS Number : 5209T
Shore Capital Stockbrokers Ltd
25 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 (EU) No. 596/2014 AS IT
FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED.
25 November 2021
RESULTS OF PLACING OF 3 MILLION ORDINARY 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").
Further to the announcement of 24 November 2021, the Sellers
announce that, subject to completion, they have sold 3 million
ordinary shares (the "Placing Shares") in Cake Box at a price of
350 pence per share (the "Placing"), raising aggregate gross
proceeds for the Sellers of approximately GBP10.5 million.
The Placing was conducted through an accelerated bookbuild.
Shore Capital Stockbrokers Limited ("Shore") acted as sole
bookrunner (the "Sole Bookrunner") for the Sellers in connection
with the Placing.
Following completion of the Placing, the Sellers will in
aggregate hold c.9.79 million ordinary shares in the Company,
representing approximately 24.47% of the Company's issued share
capital (the "Retained Shares"). The Retained Shares will be
subject to a lock-up which ends six months after completion of the
Placing (unless consent is granted by the Sole Bookrunner).
The trade date for the Placing will be 25 November 2021 and
settlement is expected to occur on a T+2 basis on 29 November 2021,
subject to the satisfaction or waiver of certain customary
conditions.
Allocations in the Placing will be confirmed to placees as soon
as practicable today.
Contacts / Enquiries
Shore Capital
Stephane Auton/ Patrick Castle/ James O'Neill/ Fiona Conroy +44
(0) 20 7408 4090
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, PERSONS WHO ARE 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 UNION (WITHDRAWAL
ACT) 2018 AND WHO (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 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. No public offering of the
Placing Shares is being made in the United States.
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.
None of Shore or any of its directors, unlimited partners,
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 directors, managers,
partners, affiliates, 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.
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.
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END
ROIFLFFALLLSFIL
(END) Dow Jones Newswires
November 25, 2021 01:59 ET (06:59 GMT)
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