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

Baltic ClassifiedsAnnouncement

15/07/2024 07:15

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RNS Number : 3176W  Baltic Classifieds Group PLC  15 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.

 

15 July 2024

Baltic Classifieds Group PLC

(the "Company")

Buy-back of 4.2 million shares in the Company from Antler EquityCo S.à r.l.
and sale of approximately 59 million shares in the Company by Antler EquityCo
S.à r.l. through a secondary placing

 

Antler EquityCo S.à r.l. ("Antler"), which is controlled by funds advised
by Apax Partners LLP ("Apax"), has announced that it has sold approximately
63 million ordinary shares in the capital of the Company, representing
approximately 13% of the Company's issued ordinary share capital, at a price
of 247 pence per share (the "Placing Price") raising gross sale proceeds of
approximately £156 million. This represents a full exit by Antler of its
position in the Company.

 

The sale comprises approximately 59 million ordinary shares of the Company
sold by Antler to institutional investors raising gross proceeds of
approximately £146 million (the "Placing") and 4.2 million ordinary shares of
the Company sold by Antler to the Company raising gross sale proceeds of
approximately £10 million (the "Off-Market Purchase"). The Placing was
upsized by approximately 100% from the original Placing size of 30 million
ordinary shares (as announced on 12 July 2024).

 

The Off-Market Purchase was conducted at the Placing Price pursuant to 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.

 

BofA Securities Europe SA ("BofA Securities") acted as sole Global Coordinator
in connection with the Placing. Settlement of the Placing and the Off-Market
Purchase is expected to take place on 17 July 2024.

The Company is not a party to the Placing and will not receive any proceeds
from the Placing. Antler has announced that following its exit, it will not be
subject to the lock-up obligation announced on 12 July 2024.

Antler is a related party of the Company for the purposes of the Listing
Rules. The Off-Market Purchase by the Company from Antler constitutes a
smaller related party transaction falling within LR 11.1.10R(1) and this
announcement is therefore made in accordance with LR11.1.10R(2)(c). A
sponsor's written confirmation has been obtained by the Company from BofA
Securities, pursuant to LR 11.1.10R(2)(b) in its capacity as the Company's
sponsor, stating that the terms of the Off-Market Purchase are fair and
reasonable as far as the Company's shareholders are concerned.

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).

 

Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969

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