TIDMTEP
RNS Number : 1371R
Peel Hunt LLP
25 June 2020
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 FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
PROPOSED SECONDARY PLACING OF APPROXIMATELY 2.5 MILLION ORDINARY
SHARES IN TELECOM PLUS PLC (THE "COMPANY" OR "TELECOM PLUS").
Charles Wigoder (Executive Chairman), the Wigoder Family
Foundation and Melvin Lawson (Non-Executive Director)
(collectively, the "Selling Shareholders") announce their intention
to sell, in aggregate, approximately 2.5 million ordinary shares
(the "Placing Shares") in the Company, which represents
approximately 3.2% of the Company's issued share capital.
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") and Numis
Securities Limited ("Numis", and together with Peel Hunt the "Joint
Bookrunners") are acting for the Selling Shareholders in connection
with the Placing.
The interests of the Selling Shareholders are as follows:
Selling Shareholder Percentage of Issued Share
Capital Immediately Prior to
the Placing
Charles Wigoder 15.2%
------------------------------
Wigoder Family Foundation 5.2%
------------------------------
Melvin Lawson 2.7%
------------------------------
The remainder of the Company's shares held by the Selling
Shareholders following the Placing will be subject to a lock-up
which ends 12 months after completion of the Placing (subject to
waiver by the Joint Bookrunners and to certain customary
exceptions).
The final number of Placing Shares to be placed will be agreed
by the Joint Bookrunners and the Selling Shareholders 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 Joint Bookrunners.
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 (ECM)
Dan Webster / Andrew Clark (Corporate) +44 20 7418 8900
Numis
Jamie Loughborough / Matt O'Dowd
(ECM)
Mark Lander / Simon Willis (Corporate) +44 20 7260 1000
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) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") 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, South
Africa 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 Telecom Plus plc and
Telecom Plus 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, either of the Joint Bookrunners
or any of their respective 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 Telecom Plus 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 of the Joint Bookrunners
and any of their respective affiliates acting as investors for
their own accounts. The Joint Bookrunners do 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 Telecom Plus plc or its shares.
Peel Hunt and Numis are each authorised and regulated by the
FCA. Each of the Joint Bookrunners is acting for the Sellers only
in connection with the Placing and no one else, and will not be
responsible to anyone other than the Sellers for providing the
protections offered to clients of the Joint Bookrunners 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 the Joint Bookrunners on
behalf of the Sellers and is the sole responsibility of the Sellers
apart from the responsibilities and liabilities, if any, that may
be imposed on Peel Hunt or Numis by the Financial Services and
Markets Act 2000. Neither Peel Hunt nor Numis accepts 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 Sellers or on
the Sellers' behalf or on Peel Hunt's or Numis's behalf, in
connection with the Sellers 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. Each of Peel Hunt and Numis 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 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.
END
IOEEASKSASAEEFA
(END) Dow Jones Newswires
June 25, 2020 11:54 ET (15:54 GMT)
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