REG - Gear4music - Proposed Director Dealings

Gear4music (HOLDINGS)Announcement

13/12/2021 09:45

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RNS Number : 4271V  Gear4music (Holdings) PLC  13 December 2021

THIS ANNOUNCEMENT IS RESTRICTED AND NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).

13 December 2021

Gear4music (Holdings) plc

("Gear4music" or the "Company")

Proposed Director Dealings

Andrew Wass, Chief Executive Officer and a director of the Company (the
"Selling Shareholder"), has indicated his intention to sell 1,650,000 ordinary
shares in the Company, at 730 pence per share (the "Sale Shares"),
representing approximately 7.9 per cent. of the Company's issued share capital
(the "Placing"). The Selling Shareholder is also a person discharging
managerial responsibilities ("PDMR").

Mr Wass has advised the Company that his sale of ordinary shares in the
Company is to satisfy existing market demand. Following the sale, Mr Wass
would in aggregate hold approximately 4,701,593 ordinary shares, representing
approximately 22.4 per cent. of the Company's issued share capital (a decrease
from approximately 30.3 per cent.).

It is intended that the Sale Shares will be offered to certain institutional
investors.

 

The sale is subject to demand, price and prevailing market conditions. The
results of the Placing will be announced as soon as practicable.

Enquiries:

 Gear4music                                                   +44 (0)20 3405 0205

 Ken Ford, Non-Executive Chairman

 Singer Capital Markets - Nominated Adviser and Joint Broker

 Peter Steel/Amanda Gray, Corporate Finance                   +44 (0)20 7496 3000

 Tom Salvesen, Corporate Broking

 Investec Bank plc - Joint Broker                             +44 (0)20 7597 5970

 David Flin

 Alex Wright

 Harry Hargreaves

 Alma - Financial PR                                          +44 (0)20 3405 0205

 Rebecca Sanders-Hewett                                       gear4music@almapr.co.uk

 Josh Royston

 Faye Calow

 

About Gear4music.com

Operating from a Head Office in York, Distribution Centres in York, Sweden,
Germany, Ireland & Spain, and showrooms in York, Sweden & Germany, the
Group sells own-brand musical instruments and music equipment alongside
premium third-party brands including Fender, Yamaha and Roland, to customers
ranging from beginners to musical enthusiasts and professionals, in the UK,
Europe and the Rest of the World.

Having developed its own e-commerce platform, with multilingual, multicurrency
websites delivering to over 190 countries, the Group continues to build its
overseas presence.

 

Important Notice

MEMBERS OF THE 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 REGULATION 2017/1129 (THE "PROSPECTUS REGULATION"); AND (2) IN
THE UNITED KINGDOM , QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 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 AND (3) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH
PERSONS REFERRED TO IN (1), (2) AND (3) 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.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, Canada, Australia, South Africa or Japan or in any other
jurisdiction in which such an offer or solicitation is unlawful.

The securities referred to herein have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
under the applicable securities laws of any state or other jurisdiction
of the United States or of Canada, Australia, South Africa or Japan or
of any other jurisdiction. Such securities may not be offered or sold in the
United States unless registered under the US Securities Act or offered in a
transaction exempt from, or not otherwise 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. There will be no public
offering of such securities in the United States or in any other
jurisdiction.

The securities referred to herein have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

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 Singer Capital Markets or any of its 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 ), Canada , Australia, South
Africa or Japan. The distribution of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession this 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.

The distribution of this announcement and the offering or sale of the Sale
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Selling Shareholder (as defined in this announcement), Singer
Capital Markets or any of their respective affiliates that would, or which is
intended to, permit a public offer of the Sale Shares in any jurisdiction or
possession or distribution of this announcement or any other offering or
publicity material relating to the Sale Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by Selling Shareholder and Singer Capital
Markets to inform themselves about and to observe any applicable restrictions.

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is
authorised and regulated by the Financial Conduct Authority ("FCA") in
the United Kingdom, is acting only for the Selling Shareholder in connection
with the Placing and will not be responsible to anyone other than the Selling
Shareholder for providing the protections offered to its clients nor for
providing advice in relation to the Placing or any matters referred to in this
announcement.

Singer Capital Markets and any of its affiliates acting as an investor for its
own account may participate in the offering on a proprietary basis and in that
capacity may retain, purchase or sell for their own account such Sale Shares.
In addition they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time acquire, hold or
dispose of Sale Shares. Singer Capital Markets does not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.

None of Singer Capital Markets or any of its directors, officers, employees,
advisers, agents or affiliates 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 or its subsidiaries or 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 this announcement or its contents or otherwise arising in
connection therewith.

This announcement includes 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 "intends",
"expects", "will", or "may", 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 forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions relating to the Company's business, in particular from changes in
political conditions, economic conditions, evolving business strategy, or the
retail industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a prediction of actual
results or otherwise.

 

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