REG - Peel Hunt LLP Telecom Plus PLC - Proposed Secondary Placing in Telecom Plus PLC

Telecom PlusAnnouncement

05/12/2022 16:45

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RNS Number : 6455I  Peel Hunt LLP  05 December 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

PROPOSED SECONDARY PLACING OF APPROXIMATELY 3.5 MILLION ORDINARY SHARES IN
TELECOM PLUS PLC (THE "COMPANY" OR "TELECOM PLUS").

Charles Wigoder (Non-Executive Chairman), the Wigoder Family Foundation and a
number of other smaller shareholders including family members of Charles
Wigoder (collectively, the "Selling Shareholders") announce their intention to
sell, in aggregate, approximately 3.5 million ordinary shares (the "Placing
Shares") in the Company, which represents approximately 4.4% of the Company's
issued share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the
"Placing"), which will be launched immediately following this announcement.
Peel Hunt LLP ("Peel Hunt") and Numis Securities Limited ("Numis", and
together with Peel Hunt the "Joint Bookrunners") are acting for the Selling
Shareholders in connection with the Placing.

The remainder of the Company's shares held by Charles Wigoder and the Wigoder
Family Foundation following the Placing will be subject to a lock-up which
ends 6 months after completion of the Placing (subject to waiver by the Joint
Bookrunners and to certain customary exceptions).

The price per Placing Share will be determined through the accelerated
bookbuild process and the final number of Placing Shares, the price per
Placing Share and the results of the Placing will be announced as soon as
practicable following the close of the bookbuild process. The timings for the
close of the bookbuild process are at the absolute discretion of the Joint
Bookrunners.

The Company is not a party to the Placing and will not receive any proceeds
from the Placing.

 Contacts / Enquiries

 Peel Hunt                                          +44 20 7418 8900

 Sohail Akbar / Alastair Rae (ECM)

 Dan Webster / Andrew Clark (Investment Banking)

 Numis                                              +44 20 7260 1000

 Jamie Loughborough / William Baunton (ECM)

 Mark Lander / Joshua Hughes (Investment Banking)

 

 

 

IMPORTANT NOTICE

This announcement is not for publication, 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),
Australia, Canada, Japan or the Republic of South Africa 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.

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution
of this announcement 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 any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration of any
prospectus or offering document relating to the Placing Shares in such
jurisdiction. No action has been taken by the Company, the Selling
Shareholders or any of their respective affiliates that would permit an
offering of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is required.

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 or sold, 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. Neither this document
nor the information contained herein constitutes or forms part of an offer to
sell or the solicitation of an offer to buy securities in the United
States. There will be no public offer of any securities in the United States.

The Placing Shares have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state or other securities commission
or other regulatory authority in the United States, and none of the foregoing
authorities has 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, admission document 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 the Selling Shareholders, Numis, Peel Hunt,
or any of their respective affiliates.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, the Selling
Shareholders, Numis, Peel Hunt or any of their respective affiliates in
relation to any purchase of or subscription for securities of the Company. No
representation or warranty, express or implied, is given by or on behalf of
the Company, the Selling Shareholders, Numis, Peel Hunt or any of their
respective directors, partners, officers, employees, advisers or any other
persons as to the accuracy, fairness or sufficiency of the information or
opinions contained in this announcement and none of the information contained
in this announcement has been independently verified.  Save in the case of
fraud, no liability is accepted for any errors, omissions or inaccuracies in
such information or opinions.

Members of the public are not eligible to take part in the Placing. This
announcement and the information set out herein are for information purposes
only and are directed at and may only be communicated to (a) in the European
Economic Area ("EEA"), persons who are "qualified investors" within the
meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
(the "Prospectus Regulation"); and (b) in the United Kingdom, at "qualified
investors" within the meaning of Article 2(e) of the Prospectus Regulation as
it  forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii) persons to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons").

Any investment or investment activity to which this announcement relates is
only available to, and will be engaged in only with, Relevant Persons. Persons
distributing this announcement must satisfy themselves that is lawful 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 the Company or its
shares.

Peel Hunt and Numis, each of which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, are acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for providing the
protections offered to their respective clients, nor for providing advice in
relation to the Placing Shares, the Placing, the contents of this announcement
or any transaction, arrangement or other matter referred to in this
announcement, and apart from the responsibilities and liabilities (if any)
imposed on Numis and Peel Hunt by the Financial Services and Markets Act 2000,
any liability therefore is expressly disclaimed. Any other person in receipt
of this announcement should seek their own independent legal, investment and
tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

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