REG - Singer Capital Tribal Group PLC - RESULT OF PLACING OF ORDS IN TRIBAL GROUP PLC

TribalAnnouncement

16/12/2022 17:15

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RNS Number : 0636K  Singer Capital Markets Sec Ltd  16 December 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER FOR
SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA,
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

16 December 2022

RESULT OF PLACING OF ORDINARY SHARES IN TRIBAL GROUP PLC ("TRIBAL" OR THE
"COMPANY")

Further to the announcement released on 16 December 2022 in relation to a
proposed secondary sale of ordinary shares in Tribal Group (the "Placing"),
Charles Stanley & Company Limited, (the "Seller" or "Charles Stanley")
announces that pursuant to the Placing, it has sold 13,354,069 ordinary shares
of 5 pence each in the share capital of Tribal Group (the "Placing Shares"),
by way of an accelerated bookbuild to institutional investors at a price of
41.5 pence per ordinary share, equating to gross proceeds of c.£5.5 million.

Following the completion of the Placing, the Seller will hold approximately
1.6 million ordinary shares in the capital of Tribal, representing
approximately 0.8% of Tribal's issued share capital.

Singer Capital Markets Securities Limited is acting as sole bookrunner in
connection with the Placing.

Tribal will not receive any proceeds from the Placing.

For further information, please contact:

 Singer Capital Markets (Sole Bookrunner)    +44 (0) 20 7496 3000

 Shaun Dobson / Jonathan Dighe / Alex Bond

 

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS
THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE  UNITED KINGDOM,
QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER");
AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE
THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT
TIME BE, SATISFIED) AND WHO ARE ALSO QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED EU LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION").

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in  the United
States,  Canada,  Australia,  South Africa or Japan or in any other
jurisdiction in which such an offer or solicitation is unlawful.

The securities referred to herein have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the " US Securities Act "),
or under the applicable securities laws of any state or other jurisdiction
of  the United States  or of Canada, Australia, South Africa or Japan
or of any other jurisdiction. Such securities may not be offered or sold
in the United States unless registered under the US Securities Act or
offered in a transaction exempt from, or not otherwise subject to, the
registration requirements of the US Securities Act and the securities laws of
any relevant state or other jurisdiction of the United States. There will be
no public offering of such securities in the United States or in any other
jurisdiction.

The securities referred to herein have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities commission or
other regulatory authority in  the United States , nor have any of the
foregoing authorities 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 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 Singer Capital Markets Securities Limited ("Singer Capital
Markets") or any of its affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United
States  (including its territories and possessions, any state of the United
States and the District of Columbia ), Canada , Australia, South
Africa or Japan. 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.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Seller (as defined in this announcement), Singer Capital
Markets or any of their respective affiliates that would, or which is intended
to, permit a public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other offering or
publicity material relating to the 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 Singer Capital Markets to
inform themselves about and to observe any applicable restrictions.

Singer Capital Markets, which is authorised and regulated by the Financial
Conduct Authority (FCA) in the  United Kingdom,  is acting only for the
Seller in connection with the Placing and will not be responsible to anyone
other than the Seller for providing the protections offered to its
clients nor for providing advice in relation to the Placing or any matters
referred to in this announcement.

Singer Capital Markets and any of its affiliates acting as an investor for its
own account may participate in the offering on a proprietary basis and in that
capacity may retain, purchase or sell for their own account such Placing
Shares. In addition they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Singer Capital Markets does not intend to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.

None of Singer Capital Markets or any of its directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes 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 or its
subsidiaries or 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 this announcement or its contents or
otherwise arising in connection therewith.

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions relating to the Company's business, in particular from changes in
political conditions, economic conditions, evolving business strategy, or the
retail industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a prediction of actual
results or otherwise.

 

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