REG - Dowgate Capital Ltd - Proposed Block Trade in TPXimpact

Wam CapitalAnnouncement

20/10/2021 08:45

RNS Number : 6430P
  
Dowgate Capital Limited
  
20 October 2021
  
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. FURTHER THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. 
20 October 2021
Dowgate Capital Limited
 
Proposed placing of existing ordinary shares

in TPXimpact Holdings plc ("TPX" or the "Company")
 
Dowgate Capital Limited ("Dowgate") announces that it intends to arrange for the sale of up to 5,630,142 existing TPX ordinary shares (the "Sale Shares") at a price of 230 pence per share (the "Block Trade") on behalf of certain TPX shareholders (the "Selling Shareholders").
 
In addition, and subject to demand, Mr Neal Gandhi and Mr Oliver Rigby, both directors of TPX, intend to sell up to 1,750,000 TPX ordinary shares and 850,000 TPX ordinary shares respectively (the "Directors' Sale Shares") as part of an increased Block Trade.
 
Dowgate is arranging the Block Trade directly with the Selling Shareholders and, subject to demand, with Neal Gandhi and Oliver Rigby. TPX is not a party to the Block Trade arrangements and will not receive any proceeds from the Block Trade.
 
The Sale Shares and the Directors' Sale Shares represent up to approximately 6.73 per cent. and 2.97 per cent. respectively (in aggregate 9.70 per cent.) of the issued share capital of the Company.  Assuming that all of the Directors' Sale Shares are sold, Neal Gandhi and Oliver Rigby will retain an interest in approximately 10.1 per cent. and 5.0 per cent. of the current issued share capital of the Company respectively.
 
The final number of Sale Shares and Directors' Sale Shares to be sold will be agreed by Dowgate and the Selling Shareholders and Neal Gandhi and Oliver Rigby later today.  An announcement regarding the final terms of the Block Trade will be made as soon as practicable after completion of the Block Trade.
 
The Selling Shareholders have agreed, and Neal Gandhi and Oliver Rigby will be required to agree as part of their participation in the Block Trade, that following completion of the Block Trade, they will not, dispose of their remaining ordinary shares in the Company (after completion of the Block Trade) for a period of 12 months (subject to certain customary exceptions) except through Dowgate or the Company's broker with a view to ensuring an orderly market for the issued share capital of the Company.
 
This announcement contains inside information for the purposes of Article 7 of 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 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.
 
 
For further information please contact:
 



Dowgate Capital Limited


Tel: +44 (0) 20 3903 7715




James Serjeant, David Poutney, Nicholas Chambers


 



 
 
Important information
 
Members of the general public are not eligible to take part in the Block Trade. This announcement and any offer of securities to which is relates are only addressed to and directed at; (i) in the United Kingdom and in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129 (the "Prospectus Regulation") or in the United Kingdom within the meaning 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")("Qualified Investors"); and (ii) in the United Kingdom, Qualified Investors who (a) 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") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Sale Shares may otherwise lawfully be made ("relevant persons"). The information regarding the Block Trade set out in 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 in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.
 
This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.
 
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States of America, its territories and possessions, any state of the United States and the District of Columbia (the "United States"), Australia, Canada, Japan, or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.
 
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, or applicable state securities laws, and may not be offered or sold into the United States, except pursuant to an applicable exemption from such registration requirements. No public offering is being made in the United States.
 
Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement, nor any part of it, nor the fact of its distribution, shall form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.
 
No prospectus or offering document has been or will be prepared in connection with the Block Trade. Any investment decision to buy securities in the Block Trade 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 or by Dowgate or any of their respective affiliates.
 
This announcement should not be considered a recommendation by Dowgate in relation to any purchase of, or subscription for, securities of the Company.
 
Dowgate is authorised and regulated by the FCA and is acting for the Selling Shareholders only in connection with the Block Trade and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to Dowgate clients for providing advice in relation to the Sale Shares or the Block Trade, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
 
Neither Dowgate nor any of its directors, shareholders, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Selling Shareholders, Neal Gandhi and/or Oliver Rigby or on their behalf or on Dowgate's behalf, in connection with the Selling Shareholders, Neal Gandhi and/or Oliver Rigby or the Block Trade and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future.  Accordingly, Dowgate disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.
 
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", "will" or "may" or by discussions of future events or intentions. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results.

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