Company Announcements

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

17 January 2024

Baltic Classifieds Group PLC

(the "Company")

Buy-back of approximately 1.5 million shares in the Company from Antler EquityCo S.à r.l. and proposed secondary placing of approximately 17 million shares in the Company by Antler EquityCo S.à r.l.

Antler EquityCo S.à r.l ("Antler"), which is controlled by funds advised by Apax Partners LLP ("Apax"), has announced today its intention to sell approximately 17 million ordinary shares in the capital of the Company (the "Placing Shares") by way of an accelerated bookbuild to institutional investors (the "Placing"). The Placing Shares represent approximately 3% of the Company's issued share capital. Antler currently owns 176,592,378 ordinary shares representing approximately 36% of the Company's issued share capital.

The Company has separately notified Antler of its intention to make an off-market purchase of approximately 1.5 million ordinary shares in the capital of the Company (the "Off-Market Purchase"). This will be executed concurrently with the Placing, in accordance with the terms of a contract (the "Buyback Contract") between Antler and the Company, which was approved by the shareholders of the Company at its Annual General Meeting on 27 September 2023, subject to the completion of the Placing.

BofA Securities Europe SA ("BofA Securities") is acting as sole Global Coordinator in connection with the Placing. The price per Placing Share will be determined by way of an accelerated bookbuilding process to institutional investors. The bookbuilding period will commence today, and may close at any time on short notice. The results of the Placing, including the number of Placing Shares to be sold and the price per Placing Share, will be announced by Antler as soon as practicable after the closing of the bookbuilding process. Antler has announced that it has undertaken that it will not dispose of any further Company shares for a period of 90 days following completion of the Placing, subject to certain exceptions (including for disposals of shares pursuant to share repurchases by the Company) and waiver by BofA Securities.

The Company is not a party to the Placing and will not receive any proceeds from the Placing. 

Antler is a related party of the Company for the purposes of the Listing Rules by virtue of its approximately 36% shareholding in the Company. The Off-Market Purchase by the Company from Antler is expected to constitute a "smaller related party transaction" falling within LR 11.1.10R(1).

Enquiries

Baltic Classifieds Group PLC

Company Secretary: E-mail: cosec@balticclassifieds.com

The person responsible for the release of this announcement on behalf of the Company is Egle Sadauskiene (Company Secretary).

Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969