REG - Merrill Lynch Baltic Classifieds - Result of Secondary Placing of Ordinary Shares

Baltic ClassifiedsAnnouncement

09/05/2024 07:00

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RNS Number : 7660N  Merrill Lynch International  09 May 2024

 

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 OR
THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE
ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD
BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

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

9 May 2024

 

PLACING OF 27 MILLION ORDINARY SHARES IN BALTIC CLASSIFIEDS GROUP PLC

("BCG")

 

Antler EquityCo S.à r.l. ("Antler"), which is controlled by funds advised by
Apax Partners LLP ("Apax"),  announces that it has sold 27 million ordinary
shares in the capital of BCG (the "Placing Shares"), representing
approximately 5.5% of BCG's issued ordinary share capital, at a price of 223
pence per share raising gross sale proceeds of approximately £60.2 million
(the "Placing"). On the back of strong deal momentum, the Placing was upsized
by approximately 25% from the original Placing size of 21.5 million ordinary
shares (as announced on 8 May 2024).

 

Following settlement of the Placing, which is expected to take place on 13 May
2024, Antler will continue to hold approximately 21.1% of BCG's ordinary
shares.

 

BofA Securities Europe SA ("BofA Securities") acted as sole Global Coordinator
in connection with the Placing.

 

Antler has undertaken that it will not dispose of any further BCG shares for a
period of 90 days following completion of the Placing, subject to certain
exceptions (including for disposals of shares pursuant to share repurchases by
BCG) and waiver by the Global Coordinator.

 

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

 

IMPORTANT NOTICE

 

The contents of this announcement have been prepared by and are the sole
responsibility of the Seller.

 

This announcement is not for publication, distribution or release, directly or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), 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 Antler or BofA Securities 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,
subject to certain exemptions, may not be offered or sold in the United States
(as defined in Regulation S under 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 or in any
other jurisdiction.

 

Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions 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); and (b) in the United Kingdom, at "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) 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 it is lawful to do
so.

 

In connection with any offering of the Placing Shares, BofA Securities and any
of its affiliates acting as an investor for their own account may take up as a
principal position any Placing Shares and in that capacity may retain,
purchase or sell for their own account such Placing Shares. Accordingly,
references in this announcement to the Placing Shares being sold, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
BofA Securities and any of its affiliates acting in such capacity.  In
addition they may enter into financing arrangements and swaps or contracts for
differences with investors in connection with which they may from time to time
acquire, hold or dispose of Placing Shares. They do 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.

 

A communications that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Global Coordinator. BofA Securities reserves the right to
take up a portion of the securities in the offering as a principal position at
any stage at its sole discretion, inter alia, to take account of the
objectives of the seller,  UK MiFID II requirements and in accordance with
allocation policies.

 

Neither BofA Securities nor any of its or 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 Seller, the Company, their respective
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.

 

BofA Securities is acting on behalf of Antler and no one else in connection
with any offering of the Placing Shares and will not be responsible to any
other person for providing the protections afforded to any of its clients or
for providing advice in relation to any offering of the Placing Shares. BofA
Securities will not regard any other person as its client in relation to the
offering of the Placing Shares.

 

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in BCG or its shares.

 

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 and include
statements regarding intentions, beliefs or current expectations. 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 events or
otherwise.

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