REG - Hollywood Bowl Group - Results of Placing

Hollywood BowlAnnouncement

17/04/2020 11:55

RNS Number : 0609K
  
Hollywood Bowl Group plc
  
17 April 2020
  
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). 
 
 
17 April 2020
Hollywood Bowl Group plc
("Hollywood Bowl", the "Group" or the "Company") 
 
Results of Placing
 
Hollywood Bowl Group plc, the UK's market leading ten-pin bowling operator, announces the successful completion of the placing of ordinary shares of 1 penny each ("Ordinary Shares") in the capital of the Company announced earlier today (the "Placing Announcement").
 
A total of 7,500,000 Placing Shares, representing approximately 5 per cent. of the existing issued share capital of the Company, have been placed by Investec, the sole bookrunner, at a price of 145 pence per Placing Share, raising gross proceeds of £10.9 million (approximately £10.5 million after expenses) for the Company. The Placing Price of 145 pence represents a premium of 1.4 per cent. to the closing share price of 143 pence on 16 April 2020 (being the latest practicable date prior the date of the Placing Announcement). 
 
Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). It is expected that settlement for the Placing Shares and Admission will take place on or before 8.00 a.m. (London time) on 21 April 2020 (or such later time and/or date as may be agreed between the Company and Investec), and that dealings in the Placing Shares will commence at that time. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after Admission.
 
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
 
Total voting rights
 
Following Admission, the Company will have 157,500,000 Ordinary Shares in issue. There are no Ordinary Shares held in treasury. Therefore, the Company hereby confirms that, following Admission, the total number of voting rights in the Company will be 157,500,000. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. 
 
Directors' and PDMRs' participation in the Placing
 
As part of the Placing, certain Directors and PDMRs have agreed to subscribe for Placing Shares at the Placing Price. Details of the Placing Shares for which the Directors and PDMRs have subscribed and their resultant shareholdings are displayed below:
 



 
 
 
 
 
Name


 
 
Beneficial interest prior to the Placing


 
Number of Placing Shares subscribed for as part of the Placing


 
Resultant shareholding in the Company after the Placing


Percentage of the Company's issued share capital as enlarged by the Placing




Peter Boddy


863,596


6,896


870,492


0.55%




Stephen Burns


3,338,189


11,034


3,349,223


2.13%




Laurence Keen


1,543,483


10,344


1,553,827


0.99%




Nicolas Backhouse


15,625


1,723


17,348


0.01%




Claire Tiney


3,125


1,723


4,848


0.00%




Ivan Schofield


130,000


10,344


140,344


0.09%




Mathew Hart


1,025,001


3,448


1,028,449


0.65%




Melanie Dickinson


667,763


11,034


678,797


0.43%




Darryl Lewis


455,000


6,896


461,896


0.29%



 
 
Smaller related party transaction
 
Aberdeen Standard Investments ("Aberdeen Standard") has subscribed for 828,022 Placing Shares in the Placing, equating to £1.2 million. Aberdeen Standard is a substantial shareholder in the Company and is, therefore, considered to be a related party for the purposes of Chapter 11 of the Listing Rules. The participation in the Placing by Aberdeen Standard constitutes a smaller related party transaction for the purposes of Listing Rule 11.1.10R.
 
A smaller related party transaction does not require the approval of independent shareholders of the Company. The transaction falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).
 
Capitalised terms used have the meanings given to them in the Placing Announcement released this morning, unless the context provides otherwise.
 
Stephen Burns, Chief Executive of Hollywood Bowl Group, commented:
 
"The funds raised today will further strengthen our balance sheet which we believe will enable us to emerge from this period of significant disruption in a robust financial position.  In addition to our existing funding arrangements and the management actions to preserve cash, and continuing to support our team members throughout the centre closure period, we believe we are well placed to act on any strategic opportunities to strengthen the business as we emerge from the COVID-19 crisis. We appreciate the support shown by our stakeholders throughout this time. The Directors have confidence in the Group's long term prospects and its ability to resume its proven growth strategy once it is safe to reopen our centres."
 
This announcement is released by Hollywood Bowl Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
 
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this announcement is Laurence Keen, Chief Financial Officer.
 
For further information, please contact
 



Hollywood Bowl Group
Steve Burns, Chief Executive
Laurence Keen, Chief Financial Officer
Mat Hart, Chief Marketing and Technology Officer
 


via Tulchan Communications




Investec Bank plc
David Flin
David Anderson
Alex Wright
 


 
+44 (0)20 7597 5970




Tulchan Communications
James Macey White
Elizabeth Snow
Amber Ahluwalia


+44 (0) 207 353 4200



 
 
IMPORTANT NOTICES
This announcement has been issued by and is the sole responsibility of the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required to be published. Persons needing advice should consult an independent financial adviser.
This announcement and the information contained herein are not an offer for sale or subscription of any securities in the Company and are not for publication or distribution in the United States or to any U.S. person within the meaning of Regulation S under the United States Securities Act of 1933, as amended. Any failure to comply with this restriction may constitute a violation of United States securities laws.
The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is directed only at: (a) persons in a member state of the European Economic Area who are qualified investors (within the meaning of the Prospectus Regulation (EU) 2017/1129) ("Qualified Investors"), (b) persons in the United Kingdom that are Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals) or (ii) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) and (c) those persons to whom it may otherwise be lawfully communicated (Relevant Persons). 
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, is acting for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for giving advice in relation to the Placing. Any other person lawfully participating in the Placing should seek their own independent legal, investment and tax advice as they see fit. 
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.


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