REG - Baltic Classifieds - Intention to Float

Befesa SAAnnouncement

11/06/2021 08:05

RNS Number : 5646B
  
Baltic Classifieds Group PLC
  
11 June 2021
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
 
This announcement is not a prospectus nor an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan or Australia.
Neither this announcement, nor anything contained herein, nor anything contained in the registration document published by the Company on 4 June 2021 (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 shares referred to in this announcement or 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 Baltic Classifieds Group PLC (the "Company"), a new company to be inserted as the ultimate holding company of ANTLER MidCo S.à r.l. and its direct and indirect subsidiaries (the Company and ANTLER MidCo S.à r.l., together with their subsidiaries and subsidiary undertakings, the "Group", "Baltic Classifieds Group" or "BCG"), in due course in connection with a possible offer of ordinary shares in the Company (the "Shares") and the possible admission to listing of such Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange").  A copy of any Prospectus will, if published, be available for inspection on the Group's website at https://balticclassifieds.com, subject to certain access restrictions.
11 June 2021
Baltic Classifieds Group PLC
 
Confirmation of Intention to Float on the London Stock Exchange
 
Following the announcement by Baltic Classifieds Group on 4 June 2021 of its expected intention to float, BCG today confirms its intention to undertake an initial public offering (the "IPO" or the "Offer") and certain details of the Offer.
 
The Company intends to apply for the admission of its Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission").
 
The final offer price in respect of the Offer (the "Offer Price") will be determined following a book-building process, with Admission currently expected to occur in early July 2021.
 
Confirmation of Offer Details
·   A premium listing on the Official List of the FCA and admission to trading on the main market for listed securities of the London Stock Exchange 
·   The Offer will comprise an offering of both new Shares to be issued by the Company (the "Primary Raise"), with gross proceeds expected to total approximately €120m, and existing Shares to be sold by ANTLER EquityCo S.à r.l. (the "Major Shareholder", a company owned by funds advised by Apax Partners LLP) and certain other BCG shareholders. The directors intend to use the net proceeds from the Primary Raise for the repayment of existing debt in conjunction with the refinancing of the Senior Facilities Agreement targeting a net debt at IPO of approximately 2.75x FY21 Adjusted EBITDA
·   The Offer will be a targeted offering to certain institutional investors outside the United States pursuant to Regulation S and to QIBs in the United States pursuant to Rule 144A under the US Securities Act of 1993 (the "Securities Act")
·   Immediately following Admission, the Company is targeting a free float of at least 25% of issued share capital and expects that it would be eligible for inclusion in the FTSE UK indices
·   The directors currently own approximately 10% of the equity in BCG and are expected to remain significant shareholders post IPO
·   In connection with the Offer, each of the Company, its directors, the Major Shareholder and certain other BCG shareholders are expected to agree to lock-up arrangements restricting the disposal of Shares for a period of time following Admission subject to waiver by Merrill Lynch International ("BofA Securities") and certain exceptions
·   The Offer is being considered to provide access to additional sources of capital to help support BCG's future growth ambitions, to further enhance BCG's ability to recruit and incentivise its key management and employees, to raise the profile and reputation of the Group and to provide the selling shareholders with an opportunity for a partial realisation of their shareholding in BCG
·   The Company has engaged BofA Securities as Global Co-ordinator, Joint Bookrunner and Sponsor and BNP Paribas ("BNPP") as Joint Bookrunner
·   Any additional details in relation to the Offer will be disclosed in the Prospectus, if and when published
Justinas Šimkus, CEO of BCG, said:
 
"Best-in-class leadership positions, unique synergies between vertical and generalist portals and industry-leading Adjusted EBITDA margins and cash generation are the characteristics that define Baltic Classifieds Group. 
 
Our intention to list on the London Stock Exchange is an important milestone for our company, and we are looking forward to it with great excitement."
 
Trevor Mather, Chair of BCG, said:
 
"It is a privilege to have been asked to chair Baltic Classifieds Group as it prepares for life as a public company on the London Stock Exchange, and it is a pleasure to renew the Board relationship that I had at Auto Trader with Ed Williams.  
 
It's understood that online classifieds businesses, which have considerable network effects, are ones where number one market positions tend to be self-reinforcing. But I have not seen within one company a collection of classifieds businesses that consistently exhibit such strong market leadership positions. Baltic Classifieds Group has leading positions in the Automotive, Real Estate and Jobs and Services verticals which, together with our leadership in generalist marketplaces, have created a truly significant competitive moat.
 
The business is in the Baltics, a high growth part of Europe which is becoming known as part of the 'New Nordics'. It is led by a management team that has deep classifieds experience, that has created an environment of rapid decision making, of trust and of fun, and I believe this presents an opportunity for public market investors to become shareholders in a high quality business at an early stage of its monetisation journey." 
 
Enquiries
 
Sponsor, Global Co-ordinator and Joint Bookrunner
 
BofA Securities
Peter Luck / Aukse Jurkute / Richard Abel / Kieran Millar / Petras Vaicius
+44 (0)207 628 1000
 
Joint Bookrunner
 
BNP Paribas
Igor Donnio / Thomas Marcot                
+33 1 4298 1234
 
IMPORTANT LEGAL INFORMATION
 
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Merrill Lynch International solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
The information contained in 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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan, 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 restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain, constitute nor form part of any offer to sell or issue, or any invitation or solicitation of an offer to buy, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada or Japan. The Shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Shares referred to herein may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the US Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The offer and sale of the Shares referred to herein has not and will not be registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of securities in the United States, Australia, Canada or Japan.
In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons").
In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, 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. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Merrill Lynch International, BNP PARIBAS, the Company or any member of the Group, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future developments or otherwise, except to the extent required by applicable law.
Any subscription or 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 possible IPO. The information in this announcement is subject to change. Before subscribing for or 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. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, 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, or act as any inducement to enter into, any contract or commitment whatsoever.
The date of Admission may be influenced by a variety of factors which include market conditions.  The Group may decide not to go ahead 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 at all or in accordance with the timing in this announcement and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
None of the Banks (as defined below) or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes 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.
Merrill Lynch International of 2 King Edward Street, London EC1A 1HQ is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom. BNP PARIBAS of 16, boulevard des Italiens, 75009 Paris, France is (i) authorised and regulated by the European Central Bank and the AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RESOLUTION, (ii) deemed authorised by the Prudential Regulation Authority and with deemed variation of permission, and (iii) subject to regulation by the FCA and limited regulation by the PRA (details of the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website). Each of Merrill Lynch International and BNP PARIBAS (together the "Banks") will be acting exclusively for the Company with Merrill Lynch International acting exclusively as Global Co-ordinator, Joint Bookrunner and Sponsor to the Company and BNP PARIBAS as Joint Bookrunner to the Company and no one else in connection with the possible IPO. The Banks will not regard any other person as their client in relation to the possible IPO and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients nor for giving advice in relation to the possible IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the withdrawal of the UK from the European Union, the Banks may, at their discretion, undertake their obligations in connection with the possible offer of Shares by any of their affiliates based in the EEA.
Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.
In connection with the possible IPO, any of the Merrill Lynch International and BNP PARIBAS (the "Underwriters" and each an "Underwriter") and any of their affiliates, acting as investors for their own accounts, may take up a portion of the Shares in the possible IPO as a principal position, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own accounts in such Shares and other securities of the Company or related investments and other securities of the Company or related investments in connection with the possible IPO or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing of or dealing by, any Underwriter and any of its affiliates acting as an investor for its own accounts. In addition, certain of the Underwriters or their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Underwriters (or any of their affiliates) may from time to time acquire, hold or dispose of Shares. Neither the Underwriters nor any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the possible IPO, Merrill Lynch International, as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over allot Shares up to a total of 15% of the total number of Shares included in the possible IPO or effect other transactions with a view to supporting the market price of the Shares or any options, warrants or rights with respect thereto, or other interest in the Shares or other securities of the Company, in each case at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over the counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings in the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Such stabilisation, if commenced, may be discontinued at any time without prior notice. If such stabilisation occurs, it will be undertaken at the London Stock Exchange. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over allotments made and/or stabilisation transactions conducted in relation to the possible IPO.
For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotment and/or from sales of Shares effected by it during the stabilisation period, the Stabilising Manager will be been granted an over-allotment option (the "Over-allotment Option") by the Major Shareholder, pursuant to which it may purchase, or procure purchasers for, additional Shares representing up to 15% of the total number of Shares included in the possible IPO at the Offer Price (the "Over-allotment Shares"). The Over-allotment Option will be exercisable in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be made available on the same terms and conditions as Shares being offered or sold pursuant to the possible IPO, will rank pari passu in all respects with all other Shares (including with respect to pre-emption rights) and will form a single class with all other Shares for all purposes, including with respect to voting and for all dividends and distributions thereafter declared, made or paid on the ordinary share capital of the Company.
For the avoidance of doubt, the contents of the Group's website or any website directly or indirectly linked to the Group's website, are not incorporated by reference into, and do not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (the "EEA Product Governance Requirements") and (d)  Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the EEA Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"), as applicable; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the possible IPO. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. 
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

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