TIDMR4E
RNS Number : 7704E
Reach4Entertainment Enterprises PLC
13 February 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
Not for publication, distribution or release directly or
indirectly, in whole or in part, into or in the United States,
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which offers for sale would be prohibited by
applicable law.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Australia, Canada, Japan or the Republic of South Africa. Neither
this announcement nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction.
13 February 2018
reach4entertainment enterprises plc
("r4e" or the "Company")
Proposed vendor placing
r4e, the transatlantic media and entertainment company, has been
advised by Gate Ventures plc ("Gate Ventures") that it wishes to
sell up to 236,306,668 ordinary shares in the Company (the "Placing
Shares"), which will be undertaken via an accelerated bookbuild
placing to institutional and other investors (the "Placing").
The total Placing Shares represent Gate Ventures' entire
shareholding in r4e and approximately 23.5 per cent of the issued
share capital of r4e. The Placing will be conducted by Allenby
Capital Limited (the "Bookrunner") and the Placing price will be
determined at the close of the accelerated bookbuilding period.
The book for the Placing will open with immediate effect and is
expected to close no later than 5:30 p.m. on 13 February 2018. The
timing of the closing of the Placing book and the making of
allocations may be accelerated or delayed by the Bookrunner at its
discretion. The final number of Placing Shares to be placed will be
agreed by the Bookrunner at the close of the bookbuild process and
the results of the Placing will be announced as soon as practicable
thereafter.
Enquiries:
reach4entertainment enterprises
plc
Marc Boyan, Chief Executive +44 (0) 20 7968
Officer 1655
Allenby Capital (Nominated +44 (0) 20 3328
Adviser and Broker) 5656
Jeremy Porter/James Reeve
Novella Communications (Financial +44 (0) 20 3151
PR) 7008
Tim Robertson/Toby Andrews
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 RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
These materials do not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent
(i) registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act") or (ii) an available exemption from
registration under the Securities Act. The Placing Shares may not
be offered or sold in the United States unless registered under the
Securities Act or offered in a private transaction exempt from, or
not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. The Placing Shares will not be
offered to the public in the United States.
The Placing Shares have not been, and will not be, registered
under the applicable securities laws of any state or other
jurisdiction of Australia, Canada, Japan or the Republic of South
Africa. There will be no public offering of the Placing Shares in
Australia, Canada, Japan or the Republic of South Africa or
elsewhere.
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 Gate
Ventures or Allenby Capital Limited 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),
Australia, Canada, Japan or the Republic of South Africa. Any
failure to comply with this restriction may constitute a violation
of United States, Australian, Canadian, Japanese or South African
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 Gate Ventures, Allenby Capital
Limited 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 Gate Ventures and Allenby Capital Limited to inform
them about and to observe any applicable restrictions.
Allenby Capital Limited, which is authorised by the Financial
Conduct Authority is acting exclusively on behalf of the Company
and no one else in connection with any offering of the Placing
Shares and will not be responsible to anyone other than the Company
for providing the protections offered to the clients of Allenby
Capital Limited, nor for providing advice in relation to the
Placing or any matters referred to in this announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. 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
Allenby Capital Limited or by any of their affiliates or agents 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 their
advisers, and any liability therefore is expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKNDNNBKDOBD
(END) Dow Jones Newswires
February 13, 2018 08:41 ET (13:41 GMT)
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