REG - J & E Davy Glenveagh Properties - Proposed Secondary Placing in Glenveagh Properties

Glenveagh PropertiesAnnouncement

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RNS Number : 4881D  J & E Davy Unlimited Company  07 May 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
BREACH OF APPLICABLE LAW OR REGULATION.

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 ("EU MAR"). Upon publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

 

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN GLENVEAGH PROPERTIES PLC

Teleios Capital Partners LLC (TCP), acting through Teleios Global
Opportunities Master Fund, Ltd. (the "Seller"), announces the Seller's
intention to sell up to 12 million ordinary shares of Glenveagh Properties plc
("Glenveagh" or the "Company"), through a placing of ordinary shares ("Placing
Shares"), to eligible institutional investors (the "Placing").

The Seller currently owns 85,515,525 ordinary shares, corresponding to
approximately 16.6% of Glenveagh's entire issued share capital.

The price per Placing Share will be determined by way of an accelerated
bookbuilding process to institutional investors. The Placing is subject to
demand, price and prevailing market conditions. The Seller reserves the right
to sell additional Placing Shares subject to demand. The bookbuilding period
will commence with immediate effect following this announcement and may close
at any time on short notice. The results of the Placing will be announced as
soon as practicable after the closing of the bookbuilding process.

In the context of the Placing, any of the ordinary shares in Glenveagh held by
the Seller which are not sold in the Placing will be subject to a 90-day
lock-up undertaking (subject to certain customary exceptions).

J&E Davy ("Davy") has been appointed by the Seller as sole bookrunner in
connection with the Placing (the "Bookrunner").

Glenveagh has confirmed that, in line with existing shareholder authorities
and the terms of its current buyback programme announced to its shareholders
on 15 January 2026, it wishes to participate in the placing by its intention
to place an order for approximately €10m in value of the Placing Shares.
Glenveagh has confirmed that any shares so acquired by it will be cancelled.

 

ENQUIRIES

Davy (Sole Bookrunner) +353 1 679 7788

Brian Garrahy / Orla Cowzer

 

 

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, Japan or any other jurisdiction where such an
announcement would be unlawful. 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. No action has been taken that would permit an offering of
the Placing Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, Japan, the Republic of South Africa or any other
jurisdiction where to do so would constitute a breach of applicable law or
regulation. The Placing Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold, directly or indirectly, in the United States,
absent registration under or an exemption from, or transaction not subject to,
the registration requirements of, the Securities Act. No public offering of
securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified investors"
within the meaning of Article 2 of the Prospectus Regulation ("EEA Qualified
Investors"). Each person in a Member State who acquires any Placing Shares or
to whom any offer of Placing Shares may be made and, that are located in a
Member State will be deemed to have represented, acknowledged and agreed that
it is an EEA Qualified Investor. For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons who are "qualified investors" within the meaning of the UK Prospectus
Regulation and who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Placing Shares may otherwise be lawfully communicated (all such
persons together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this announcement
and should not act or rely on it. For these purposes, the expression "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.

In Canada, the Placing Shares are being offered and sold only on a private
placement basis, under an exemption from the requirement to prepare and file a
prospectus under applicable Canadian securities laws, and this announcement is
only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to,
and will be engaged in only with, persons who are (i) "accredited investors"
as such term is defined in section 1.1 of National Instrument
45-106 Prospectus Exemptions or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario); and (iii) "permitted
clients" as such term is defined in section 1.1 of National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations.

This press release is for information purposes only. No prospectus or offering
document has been or will be prepared in connection with the Placing. Any
investment decision in connection with the Placing must be made on the basis
of all publicly available information relating to Glenveagh and Glenveagh
shares. Such information has not been independently verified. 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 for any purpose on
the information contained in this announcement or its accuracy or completeness
and such information shall in no way form the basis of, nor shall it be relied
on in connection with, any contract to purchase or subscribe for any
securities.

In connection with the Placing, the Bookrunner or any of their affiliates may
take up a portion of the Placing Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for its own account such
Placing Shares of Glenveagh or related investments in connection with the
Placing or otherwise. Accordingly, references to the Placing Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by the Bookrunner and any of their affiliates acting as an
investors for their own account. The Bookrunner does not intend to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Glenveagh or its
shares.

Davy are acting for the Seller only in connection with the Placing and no one
else and will not be responsible to anyone other than the Seller for providing
the protections offered to clients nor for providing advice in relation to the
Placing Shares or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Seller, the Bookrunner or by any of their respective members,
directors, officers, employees, agents or affiliates ("Relevant Persons") as
to or in relation to the accuracy, completeness, correctness or sufficiency of
this announcement, or any other written or oral information made available to
any interested party or its advisers and any liability therefore is hereby
expressly disclaimed.

The information contained in this announcement is subject to change without
notice and may not contain all material information relating to the investment
and transaction referred to herein. None of the Seller, the Bookrunner nor any
of their respective group undertakings or Relevant Persons give any
undertaking to provide the recipient with access to any additional information
or to update this announcement or any additional information or to correct any
inaccuracies in it which may become apparent, and it reserves the right,
without giving reasons, at any time and in any respect to amend or terminate
the proposals described herein.

J & E Davy Unlimited Company, trading as Davy, is authorised and regulated
in Ireland by the Central Bank of Ireland, authorised and regulated in the
United Kingdom by the FCA, and is a member of Bank of Ireland Group

Davy is acting exclusively for the Seller and no one else in connection with
the Placing, the contents of this Announcement or any other matters described
in this Announcement. Davy will not regard any other person as its client in
relation to the Placing, the content of this Announcement or any other matters
described in this Announcement and will not be responsible to anyone other
than the Seller for providing the protections afforded to its clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in, or contemplated by,
this Announcement.

 

 

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