REG - Redburn (Europe) Ltd Gym Group PLC (The) - Result of Placing in The Gym Group plc

GYMAnnouncement

Thu 14:45

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RNS Number : 5414R  Redburn (Europe) Limited  17 July 2025

 

COMPLETION ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

17 July 2025

 

Completion of Secondary Block Trade in The Gym Group plc Shares

 

Further to the announcement released earlier today regarding the proposed
secondary placing of ordinary shares in The Gym Group plc ("The Gym Group" or
the "Company"), Blantyre Capital Limited on behalf of St Andrews Sarl,
SICAV-RAIF and/or its affiliates (the "Seller") announces the successful
completion of the placing.

 

A total of 10,033,120 ordinary shares, representing approximately 5.6% of
the Company's issued share capital, have been placed with institutional
investors and family offices at a price of 140 pence per share (the
"Transaction").

 

Following the Transaction, the Seller will retain a significant
shareholding in the Company. In connection with the Transaction, the Seller
has agreed to a lock-up undertaking in respect of its remaining shareholding
in The Gym Group. This lock-up restricts the disposal of any further shares
held by the Seller for a period of 6 months following 15 July 2025, subject
to customary exemptions and waiver provisions.

 

The Gym Group is not a party to nor will receive any proceeds from the
Transaction.

 

The Transaction was conducted by way of an accelerated bookbuild process
managed by Rothschild & Co Redburn as sole bookrunner. Ocean Wall Ltd
acted as originator and corporate adviser in connection with the Transaction.

 

Enquiries:

 

Rothschild & Co Redburn

+44 (0)20 7000 2000

sales-traders@redburnatlantic.com (mailto:sales-traders@redburnatlantic.com)

 

 

 

IMPORTANT NOTICES THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTTOHE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANYSTATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES" ) , AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, CANADA, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan or South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.

No action has been taken by the Seller, Rothschild & Co Redburn or any of
their respective affiliates, or any person acting on its or their behalf that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Seller and Rothschild & Co Redburn to inform themselves about, and to
observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with
Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or
the EU Prospectus Regulation as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to
be published. Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any State or any
other jurisdiction of the United States. Accordingly, the Placing Shares will
be offered and sold outside of the United States in "offshore transactions"
(as such term is defined in Regulation S under the Securities Act ("Regulation
S")) pursuant to Regulation S and otherwise in accordance with applicable
laws. No public offering of the Securities will be made in the United States
or elsewhere.

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

This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), qualified investors
("Qualified Investors") within the meaning of Article 2(e) of the EU
Prospectus Regulation; (b) if in the United Kingdom, qualified investors
within the meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth
companies, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant Persons").
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. Certain statements contained in this Announcement may constitute
"forward-looking statements". Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions, are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. No representation or warranty is
made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Seller, Rothschild & Co Redburn, their respective affiliates and any
person acting on their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the FCA or the London Stock
Exchange.

Rothschild & Co Redburn is authorised and regulated in the United Kingdom
by the FCA. Rothschild & Co Redburn 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. Rothschild
& Co Redburn 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 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
Rothschild & Co Redburn or by any of its affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or completeness
of this Announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed. This Announcement does not
constitute a recommendation concerning any investor's investment decision with
respect to the Placing. Any indication in this Announcement of the price at
which ordinary shares have been bought or sold in the past cannot be relied
upon as a guide to future performance. The price of shares and any income
expected from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the shares. Past performance is no
guide to future performance. This Announcement does not identify or suggest,
or purport to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult their or its own
legal adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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