REG - Project Berry Topco - Publication of Registration Document

AngiAnnouncement

15/10/2021 17:55

RNS Number : 2914P
  
Project Berry Topco Limited
  
15 October 2021
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Neither the contents of this announcement nor the contents of the Registration Document shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement or in the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Project Berry Topco Limited (the "Company", and together with its subsidiaries and subsidiary undertakings the "Group" or "ProCook") in due course in connection with a possible offer of ordinary shares in the Company (the "Shares") and the possible admission of such Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). A copy of any Prospectus will, if published, be available for inspection on the Company's website at www.procookgroup.co.uk subject to certain access restrictions.
15 October 2021
Project Berry Topco Limited
 
 
Announcement of Publication of Registration Document
 
Further to the announcement earlier today by Project Berry Topco Limited ("ProCook" or the "Group") relating to its expected initial public offering (the "IPO" or the "Offer"), the Group confirms that its registration document (the "Registration Document") has been approved by the FCA and has been published. The Registration Document has been submitted to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy is also available online at www.procookgroup.co.uk subject to certain access restrictions.
 
Enquiries
 




ProCook
Daniel O'Neill, CEO                                         
Dan Walden, CFO
 


via MHP Communications




MHP Communications (Financial PR Adviser)
Simon Hockridge
Pete Lambie      
Catherine Chapman
 


Tel: +44 (0)7709 496 125
Email: procook@mhpc.com




Peel Hunt (Sponsor, bookrunner and intermediaries co-ordinator)
George Sellar                                                    
Mike Burke                                                        
Andrew Clark
Al Rae / Sohail Akbar (ECM Syndicate)   


Tel: +44 (0)20 7418 8900




 
                                                                               
 
               
 
Important legal information
This announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Group may decide not to proceed with the possible IPO and there is, therefore, no guarantee that a Prospectus will be published, the Offer will be made or Admission will occur. 
Any purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. 
You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested. Neither this announcement nor the Registration Document constitutes a recommendation to purchase Shares. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of an investment in Shares for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice or (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances. 
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, its territories and possessions, any state of the United States and the District of Columbia.  This announcement is not an offer of securities for sale 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 amended (the "Securities Act"), and may not be offered, sold, pledged, resold, delivered or otherwise transferred, directly or indirectly, in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act.  No public offering of securities is being made in the United States.
This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa, New Zealand or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement, nor anything contained in the Registration Document, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefor. The Shares have not been, and will not be, registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or New Zealand. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, Japan, the Republic of South Africa or New Zealand or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, the Republic of South Africa or New Zealand. There will be no public offer of the Shares in Australia, Canada, Japan, the Republic of South Africa, New Zealand or elsewhere. 
This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will only be available in the United Kingdom to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the directors of the Company (the "Directors") (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group.  Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as of the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.
Each of the Company, Peel Hunt LLP ("Peel Hunt") and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act ("affiliates"), directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise. 
Peel Hunt is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the possible IPO and will not regard any other person as a client in relation to the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the possible IPO or any transaction, matter, or arrangement referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA or the regulatory regime established thereunder, neither Peel Hunt nor any of its affiliates, directors, personally liable partners, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Peel Hunt and its affiliates, directors, personally liable partners, officers, employees, advisers or agents each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. No representation or warranty express or implied, is made by Peel Hunt or any of its affiliates, directors, personally liable partners, officers, employees, advisers or agents accepts as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement. 
For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.
 
 

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