THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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 OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.
This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the admission document dated 24 November 2017 (the "Admission Document") published by Ten Lifestyle Group Plc ("Ten", the "Company" and, together with its subsidiaries, "the Group") in connection with the proposed admission of its issued and to be issued ordinary shares ("Ordinary Shares") to trading on AIM, a market operated by London Stock Exchange plc ("Admission").
24 November 2017
Ten Lifestyle Group Plc
("Ten" or the "Company")
Results of Placing
Publication of Admission Document
Proposed Admission to Trading on AIM
Ten Lifestyle Group Plc, a technology-enabled lifestyle and travel platform providing trusted concierge services to the world's wealthy and mass affluent, today announces its initial public offering by way of a conditional placing of 13,432,836 new Ordinary Shares to be issued by the Company ("New Shares") and 10,589,752 existing Ordinary Shares ("Sales Shares") to be sold by existing shareholders of the Company ("Selling Shareholders") at 134 pence per Ordinary Share (the "Placing Price") with gross proceeds raised of approximately £32.2 million before expenses, of which the Selling Shareholders will receive aggregate gross proceeds of approximately £14.2 million (the "Placing" and together with Admission, the "IPO").
Jefferies International Limited ("Jefferies") is acting as Nominated Adviser and Sole Bookrunner to the Company in connection with the IPO.
Highlights
· Based on the Placing Price, the market capitalisation of the Company on the admission to trading of the Ordinary Shares on AIM ("Admission") will be £104.8 million.
· The Company has conditionally raised approximately £18.0 million (before expenses) pursuant to the Placing.
· The Company will also receive approximately £7.6 million proceeds from the exercise of options converted into ordinary shares, including the exercise of 2,410,024 options by Andrew Long (which will be effected on the day after Admission).
· The net proceeds of the Placing, payable to the Company, will be applied to investment in technology, content and operational infrastructure, investment in new markets and for general corporate purposes.
· Selling shareholders (including certain directors of the Company (and connected persons) and senior management) will receive aggregate gross proceeds of approximately £14.2 million pursuant to the Placing.
· On Admission, the Company will have 78,240,025 Ordinary Shares in issue and will have approximately 26.9 per cent of shares in public hands.
· Application has been made for Admission and Admission and commencement of dealings in the Ordinary Shares under the ticker "TENG" are expected to take place at 8.00 a.m. on 29 November 2017.
· The Company's ISIN is GB00BF188X60 and its SEDOL is BF188X6.
· The Company has today published its Admission Document on its website at www.tengroup.com.
Alex Cheatle, Chief Executive Officer and Co-Founder of Ten, said:
"We will use the money raised in the Placing to progress our ambition to become the world's most trusted service platform. We already have 20 offices around the world and the traction our business model and technology platform has generated in our target expansion markets will now be supported by significant investment. This is a great start to Ten's life as a publicly listed company."
Bruce Weatherill, Chairman of Ten, also commented:
"The response to our fund raise from investors has been gratifying. Ten Lifestyle Group is a UK headquartered business with a truly international offering that has the potential to become a global leader in its field. On behalf of the Board and the Group, I'd like to thank investors for their support and welcome them to our growing community of stakeholders."
Enquiries:
Ten Lifestyle Group Plc via Tavistock
Alex Cheatle, Chief Executive Officer
Sean Hegarty, Chief Financial Officer
Jefferies International Limited +44 (0) 20 7029 8000
Nominated Advisor and Sole Bookrunner
Simon Hardy
Lee Morton
Paul Musselwhite
Christopher Binks
Tavistock +44 (0) 20 7920 3150
Jos Simson
Mark Foxwell
Sophie Praill
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.
This announcement is not an offer for securities and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document issued by the Company in connection with Admission.
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) (collectively, the "United States"), 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 does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of the shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the shares referred to herein 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.
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are 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 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (iii) to persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the related securities. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.
Jefferies, which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. They will not regard any other person as their respective clients in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Jefferies, nor any of its affiliates, directors, 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, 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.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
Forward-looking statements
This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''plans'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
These forward looking statements speak only as of the date of this announcement. Each of the Company and Jefferies expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
