TIDMTM17
RNS Number : 2792U
Berenberg
21 November 2019
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR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 JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR
OTHER SECURITIES OF TEAM17 GROUP PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
21 November 2019
Joh. Berenberg, Gossler & Co. KG
Proposed Accelerated Bookbuild in Team17 Group PLC
Funds managed by LDC (Managers) Limited ("LDC" or the "Sellers")
have indicated their intention to sell approximately one third of
their aggregate stake in Team17 Group PLC ("Company").
The sale will be conducted through a placing of approximately
5,000,000 existing ordinary shares in the Company (the "Placing
Shares") with institutional investors by means of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. The Placing Shares represent
approximately 3.8 per cent of the Company's issued share capital. A
further announcement will be made following completion of the
bookbuild and pricing of the Placing.
Joh. Berenberg, Gossler & Co. KG ("Berenberg") is acting as
sole bookrunner and placing agent in relation to the Placing.
Following completion of the Placing, the Sellers will retain
beneficial interests in approximately 7.3 per cent, corresponding
to approximately 9.6 million ordinary shares, of the entire issued
share capital of Team17. The Sellers have agreed to lock-in
arrangements in relation to the balance of their Ordinary Shares
for 90 days following the completion of the Placing.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
For further information, please contact:
Berenberg
Chris Bowman / Marie Stolberg 020 3207 7800
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 AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS 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 AMENDED) (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 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 or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
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, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) 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.
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, Berenberg 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, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of U.S., Canadian,
Australian, South African or Japanese securities laws.
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 Seller, Berenberg 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
Seller and Berenberg to inform themselves about and to observe any
applicable restrictions.
Berenberg, which is regulated by the Federal Financial
Supervisory Authority in Germany and subject to limited supervision
by the Financial Conduct 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 Berenberg, nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
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
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(END) Dow Jones Newswires
November 21, 2019 11:53 ET (16:53 GMT)
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