REG - Baltic Classifieds - Buy-back of shares from Antler EquityCo S.à r.l.

Baltic ClassifiedsAnnouncement

12/07/2024 18:30

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RNS Number : 3042W  Baltic Classifieds Group PLC  12 July 2024

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.

 

12 July 2024

Baltic Classifieds Group PLC

 

(the "Company")

 

Buy-back of approximately 4.2 million shares in the Company from Antler
EquityCo S.à r.l. and proposed secondary placing of approximately 30 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 30 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 6% of
the Company's issued share capital. Antler currently owns 63,092,378
 ordinary shares representing approximately 13% of the Company's issued share
capital.

The Company has separately notified Antler of its intention to make an
off-market purchase of approximately 4.2 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. To permit the Placing, Antler has announced that BofA Securities has
waived the 90 day lock-up undertaking that was agreed in connection with the
previous placing undertaken by Antler on 31 May 2024. Antler has also
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 13% 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
(mailto:cosec@balticclassifieds.com)

 

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

 

 

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