TIDMTM17
RNS Number : 4179Y
Team17 Group PLC
14 January 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN TEAM17 GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO.
596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED FROM TIME TO TIME) ("UK
MAR").
14 January 2022
For immediate release
Team17 Group plc
("Team17", the "Group" or the "Company")
Results of Placing
Team17, a global games label, creative partner and developer of
independent ("indie") premium video games and developer of
educational entertainment ("edutainment") apps for children, is
pleased to announce the successful completion of the placing
announced on 13 January 2022 (the " Placing ").
A total of 11,010,999 Placing Shares have been placed by Joh.
Berenberg, Gossler & Co. KG (" Berenberg ") at a price of 714
pence per share (the " Placing Price "), raising gross proceeds of
GBP78.6 million for the Company. The Placing Price represents nil
discount or premium to the closing price on 13 January 2022 (being
the latest practicable time prior to announcement of the Placing).
The Placing was well oversubscribed with considerable support from
existing shareholders.
Application has been made for the Placing Shares to be admitted
to trading on AIM. Admission and settlement is expected to take
place at 8.00 a.m. on 18 January 2022. The Placing is conditional,
inter alia, upon Admission becoming effective and the Placing
Agreement becoming unconditional and not being terminated in
accordance with its terms prior to Admission.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including, without limitation, the right to receive
all dividends and other distributions declared, made or paid after
the date of issue. The allotment and issue of the Placing Shares is
within the existing authorities and powers of the Team17 Board of
Directors.
Total voting rights
Following Admission of the Placing Shares, the Company will have
a total of 144,620,544 ordinary shares in issue. With effect from
Admission, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Director participation in the Placing
Debbie Bestwick MBE, Chief Executive Officer of Team17,
participated in the Placing and acquired 140,056 Placing Shares.
Following Admission, Debbie Bestwick will hold 29,294,218 shares,
representing 20.26% of the shares in issue.
A person closely associated with Christopher Bell, Non-Executive
Chairman of Team17, participated in the Placing and acquired 7,002
Placing Shares. Following Admission, Christopher Bell and persons
closely associated with him will hold 97,911 shares, representing
0.07% of the shares in issue.
Martin Hellawell, Non-Executive Director of Team17, participated
in the Placing and acquired 14,000 Placing Shares. Following
Admission, Martin Hellawell will hold 24,000 shares, representing
0.02% of the shares in issue.
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the Company's announcement
published yesterday regarding the Placing unless otherwise
stated.
For further information please contact:
Team17 Group plc via Vigo Consulting
Debbie Bestwick MBE, Chief Executive Officer
Mark Crawford, Chief Financial Officer
Houlihan Lokey (Nominated Adviser) +44 (0) 161 250
Adrian Reed / Paul Lines 3577
Berenberg (Sole Global Coordinator, Bookrunner
and Broker)
Chris Bowman / Toby Flaux / Marie Moy / Alix
Mecklenburg-Solodkoff +44 (0)20 3207 7800
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kate Kilgallen
team17@vigocon sulting.com +44 (0)20 7390 0233
The person arranging release of this announcement on behalf of
Team17 is Richard Almond, Company Secretary.
Important Notices
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
other jurisdiction should inform themselves about, and observe, any
applicable requirements. This announcement has been auth for the
purposes of complying with the AIM Rules for Companies and the UK
MAR and the information disclosed may not be the same as that which
would have been prepared in accordance with the laws and regulation
of any jurisdiction outside of England.
THIS ANNOUNCEMENT IS 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 THE A MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS
PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A)
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES WILL BE AVAILABLE ONLY TO, AND WILL
BE ENGAGED IN ONLY WITH, RELEVANT PERSONS.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN TEAM 17 PLC.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (AS AMED) AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED
STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Sole Bookrunner or any of their respective affiliates, agents,
directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Sole Bookrunner to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in Australia, Canada, Japan, South
Africa, or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve
Bank or any other applicable body in South Africa in relation to
the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, Japan, South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and in the United Kingdom
is deemed authorised under the Temporary Permissions Regime and is
subject to limited regulation by the Financial Conduct Authority
(the "FCA"), is acting exclusively for the Company in connection
with the Placing and will not be acting for any other person
(including any Placees) and will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Berenberg or for advising any other person in respect of
the matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Sole Bookrunner or by any of its
Representatives as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
Announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth, strategies and the
industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements,
including, without limitation: conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows, return on capital and operating margins of the Group;
the anticipated investments and capital expenditures of the Group;
changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; changes in governmental
policies, and general economic conditions. These and other factors
could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements
contained in this Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules, UK MAR or other applicable legislation or
regulation, neither the Company nor Berenberg undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should therefore not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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END
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January 14, 2022 02:00 ET (07:00 GMT)
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