REG - ProCook Group PLC - Admission to trading on the London Stock Exchange

PROCOOKAnnouncement

12/11/2021 08:10

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RNS Number : 1749S  ProCook Group PLC  12 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

The contents of this announcement shall not 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 ordinary
shares referred to in this announcement except solely on the basis of the
information contained in the prospectus (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk factors set out
therein, published by ProCook Group plc, then named ProCook Group Limited (the
"Company", and together with its subsidiaries and subsidiary undertakings the
"Group" or "ProCook"), on 1 November 2020 in connection with the offer of
ordinary shares in the capital of the Company (the "Shares") and the proposed
admission of such Shares to the premium listing segment of the official list
of the FCA (the "Official List") and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission"). A copy of the Prospectus is available for inspection
on the Company's website at www.procookgroup.co.uk, subject to certain access
restrictions.

 

12 November 2021

ProCook Group plc

Admission to trading on the London Stock Exchange

Following its announcement on 10 November 2021 of the offer price in
connection with its initial public offering (the "IPO" or the "Offer"),
ProCook today announces that its entire issued ordinary share capital,
consisting of 108,956,624 Shares, has today been admitted to the premium
listing segment of the Official List and to trading on the main market for
listed securities of the London Stock Exchange under the ticker "PROC".

 

Enquiries

 ProCook                                                          via MHP Communications

 Daniel O'Neill, CEO

 Dan Walden, CFO

 MHP Communications (Financial PR Adviser)                        Tel: +44 (0)77 1003 2657

 Simon Hockridge                                                  Email: procook@mhpc.com

 Catherine Chapman

 Peel Hunt (Sponsor, Bookrunner and Intermediaries Co-ordinator)  Tel: +44 (0)20 7418 8900

 George Sellar / Mike Burke / Andrew Clark (Investment Banking)

 Alastair Rae / Sohail Akbar (ECM)

 

Important legal information

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.

Any subscription or purchase of Shares in the IPO should be made solely on the
basis of information contained in the Prospectus. 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 are set out in the Prospectus. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement does not
constitute or form a part of any offer or solicitation to purchase or
subscribe for, or otherwise invest in, securities to any person in any
jurisdiction, including the United States, Australia, Canada, Japan or in any
jurisdiction to whom or in which such offer or solicitation is unlawful.

You should not base any financial decision on this announcement. Acquiring
investments to which this announcement relates may expose an investor to a
significant risk of losing a portion or all of the amount invested. This
announcement does not constitute a recommendation concerning the IPO. The
value of the Shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of an investment
in Shares for the person concerned. Nothing contained herein constitutes or
should be construed as investment, tax, financial, accounting or legal advice
or a representation that any investment or strategy is suitable or appropriate
to your individual circumstances.

This announcement is not for publication or distribution, directly or
indirectly, in or into Australia, Canada, the Republic of South Africa, 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 such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States, its territories and possessions, any
state of the United States and the District of Columbia. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered, sold, pledged, resold, delivered or otherwise transferred, directly
or indirectly, in the United States except pursuant to an applicable exemption
from the registration requirements of the Securities Act. No public offering
of securities is being made in the United States.

The Shares have not been and will not be registered under the applicable
securities laws of Australia, Canada, the Republic of South Africa or Japan.
Subject to certain exceptions, the Shares may not be offered or sold in
Australia, Canada, the Republic of South Africa or Japan or to, or for the
account or benefit of, any national, resident or citizen of Australia, Canada,
the Republic of South Africa or Japan. There will be no public offer of the
Shares in Australia, Canada, the Republic of South Africa, Japan or elsewhere.
Any offer and sale of the Shares in Canada will be made on a private placement
basis only and will be exempt from the requirement that the Company prepares
and files a prospectus under applicable Canadian securities laws.

This announcement is only addressed to and directed at: (A) if in member
states of the European Economic Area (the "EEA"), persons who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus Regulation
(EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United
Kingdom, persons who are (a) both "qualified investors" within the meaning of
the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
(the "UK Prospectus Regulation") and either (i) persons 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,
as amended (the "Order") or (ii) who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it
may otherwise lawfully be communicated (all such persons under (a) and (b)
together being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates will be available in
the United Kingdom only to relevant persons and to Qualified Investors in any
member state of the EEA and will be engaged in only with such persons.

Each of the Company, Peel Hunt LLP ("Peel Hunt") and their respective
affiliates as defined under Rule 501(b) of Regulation D of the Securities Act
("affiliates"), directors, officers, employees, advisers and agents, expressly
disclaims any obligation or undertaking to update, review or revise any
information contained in this announcement whether as a result of new
information, future developments or otherwise.

Peel Hunt is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for the Company and no one else in connection with the IPO
and will not regard any other person as a client in relation to the IPO and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for the giving of advice in relation to
the IPO or any transaction, matter, or arrangement referred to in this
announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by FSMA or the regulatory regime established
thereunder, neither Peel Hunt nor any of their affiliates or any of their or
their affiliates' directors, personally liable partners, officers, employees,
advisers or agents accept any responsibility or liability whatsoever for, or
make 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.

Peel Hunt and their affiliates, directors, personally liable partners,
officers, employees, advisers or agents each accordingly disclaim all and any
liability whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this document or any such
statement. No representation or warranty express or implied, is made by Peel
Hunt or any of their affiliates, directors, personally liable partners,
officers, employees, advisers or agents accepts as to the accuracy,
completeness, verification or sufficiency of the information set out in this
announcement.

For the avoidance of doubt, the contents of the Group's websites are not
incorporated by reference into, and do not form part of, this announcement.

In connection with the Offer, Peel Hunt and any of their affiliates, may take
up a portion of the Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such Shares and other securities of the Company or related investments in
connection with the Offer or otherwise. Accordingly, references in the
Prospectus to the 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 Peel Hunt and any of their
affiliates acting in such capacity. In addition, Peel Hunt and any of their
affiliates may enter into financing arrangements (including swaps or contracts
for differences) with investors in connection with which they may from time to
time acquire, hold or dispose of Shares. Neither Peel Hunt 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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules") , and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Shares have been subject to a product approval process,
which has determined that the Shares are: (i) compatible with an end target
market of (a) retail clients, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA , (b) investors who meet the criteria of professional clients as defined
in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA and (c) eligible counterparties as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS") ; and (ii) eligible for distribution
through all distribution channels as are permitted by Directive 2014/65/EU
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors 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 UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offer. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Peel Hunt will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes 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.

EU Product Governance Requirements

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; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Shares have been
subject to a product approval process, which has determined that the 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; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target Market
Assessment"). Notwithstanding the EU Target Market Assessment, distributors
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 EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offer. Furthermore, it is noted that, notwithstanding the EU
Target Market Assessment, Peel Hunt will only procure investors who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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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