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, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT.
NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GB GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
GB GROUP PLC
("GBG" or the "Group" or the "Company")
Result of Vendor Placing
GBG, the identity data intelligence specialist, is pleased to announce the successful completion of the vendor placing announced yesterday (the "Placing") in connection with GBG's conditional agreement to acquire the entire issued and to be issued share capital of IDology, Inc..
A total of 39,024,390 new ordinary shares of 2.5p each in the Company ("Ordinary Shares") (the "Placing Shares") have been placed by Peel Hunt LLP and Investec Bank plc (together the "Joint Bookrunners") by way of a vendor placing at a price of 410 pence per share (the "Placing Price"), representing a 3.1% discount to the closing price on 11 February 2019 with new and existing investors, raising gross proceeds of £160 million.
The Placing Shares will represent approximately 25.5% of the existing issued share capital of the Company.
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission to AIM will become effective and that dealings on AIM will commence in the Placing Shares on 14 February 2019.
Total Voting Rights
In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the Placing Shares, its issued share capital will comprise 192,321,712 Ordinary Shares.
There are no shares held in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the Disclosure and Transparency Rules.
Unless otherwise stated, defined terms used in this announcement will have the meaning set out in the Placing Announcement.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of GBG by John Constantin, Company Secretary of GBG.
For further information, please contact:
GB Group plc Chris Clark, Chief Executive
Dave Wilson, Group Finance and Operations Director |
01244 657333 |
Peel Hunt LLP (Nominated Adviser, Broker and Joint Bookrunner)
Corporate: Edward Knight, Peter Stewart, Nick Prowting, Max Irwin ECM: Al Rae, Rory James-Duff, Sohail Akbar |
020 7418 8900
020 7418 8914 |
Investec Bank plc (Joint Bookrunner) Corporate Finance: Andrew Pinder, Sebastian Lawrence Corporate Broking: Patrick Robb, Henry Reast, Toba Fatimilehin |
020 7597 5970 |
Headland Consultancy
Andy Rivett-Carnac
Chloe Francklin
Charlie Twigg |
020 3805 4822 |
Website |
www.gbgplc.com |
Important notice
This announcement has been prepared in accordance with English law, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions and any state or other jurisdiction of the United States). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state of the United States or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.
Cautionary 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", "envisages", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: a condition to the Placing not being satisfied, expected cost savings not being realised, changing demands of consumers, changing business or other market conditions, and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, GBG does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares must be made solely on the basis of publicly available information, which has not been independently verified by either Peel Hunt or Investec.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
Peel Hunt and Investec
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is appointed as GBG's nominated adviser and Joint Bookrunner only and is therefore acting only for GBG in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Peel Hunt or advice to any other person in relation to the matters contained herein. Neither Peel Hunt nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to GBG, whether written, oral or in a visual or electronic format.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority, is appointed as GBG's Joint Bookrunner only and is therefore acting only for GBG in connection with the Placing and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Investec or advice to any other person in relation to the matters contained herein. Neither Investec nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to GBG, whether written, oral or in a visual or electronic format.
