Proposed placing in Gamma CommunicationsSource: RNS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR TO US PERSONS.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
United Kingdom, 29 March 2021
Accelerated bookbuild offering of 2.3 million existing ordinary shares in Gamma Communications PLC
Hoxton Assets Limited (the "Seller") announces that it intends to sell part of its interest in Gamma Communications PLC ("Gamma" or the "Company") through an accelerated bookbuild offering to institutional investors (the "Placing") of 2.3 million existing ordinary shares (the "Placing Shares") in Gamma (representing approximately 2.4% of Gamma's issued share capital).
Barclays Bank PLC, acting through its investment bank ("Barclays") is acting as Sole Global Coordinator and Bookrunner. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Seller.
Any of the Company's ordinary shares held by the Seller which are not sold in the Placing will be subject to a 90 day lock-up (subject to waiver by Barclays and customary exceptions).
A further announcement will be made following completion of the bookbuilding and pricing of the Placing.
Gamma will not receive any proceeds from the Placing.
Barclays +44 (0)20 7623 2323
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares 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, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
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 at (1) in any member state of the EEA, persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"); and (2) in the United Kingdom, to persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who also (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made ("relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in member states of the EEA who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available only in member states of the EEA, to Qualified Investors, and in the United Kingdom, to relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. In particular, the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within 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 state or other jurisdiction of the United States. Any offering to be made in the United States will only be made to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") pursuant to an exemption from the registration requirements under the Securities Act in a transaction not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to purchase securities in the Placing must be based solely on the basis of all publicly available information. Such information is not the responsibility of, and has not been independently verified by, any of the Seller, Barclays, or any of their respective affiliates. The information contained in this announcement is for background purposes only and does not purport to be full or complete.
Barclays, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting only for the Seller in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections offered to the clients of Barclays, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
In connection with any offering of the Placing Shares, Barclays and any of its affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase or sell for its own account such securities. In addition Barclays and any of its affiliates may enter into financing arrangements and swaps with investors in connection with which Barclays (or any of its affiliates) may from time to time acquire, hold or dispose of shares. Barclays 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.