Exercise of Over-Allotment Option

RNS Number : 3624E

Baltic Classifieds Group PLC

06 July 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

6 July 2021

Baltic Classifieds Group PLC

Exercise of Over-Allotment Option

Further to its announcement on 30 June 2021 relating to its initial public offering (the "Offer"), Baltic Classifieds Group PLC (the "Company") is pleased to announce that Merrill Lynch International, as stabilisation manager, has today exercised the over-allotment option granted by ANTLER EquityCo S.à r.l. (a company owned by funds advised by Apax Partners LLP) in respect of 29,993,511 ordinary shares in the Company (the "Over-allotment Shares"), representing over 14.99% of the initial size of the Offer. The Over-allotment Shares will be sold at the offer price of 165 pence per ordinary share.

Including the exercise of the over-allotment option, the total size of the Offer was 229,993,511 ordinary shares, in total representing 46.00% of the 500,000,000 ordinary shares of the Company currently in issue.

IMPORTANT LEGAL INFORMATION

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan, or any other jurisdiction where to do so would constitute a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 restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain, constitute nor form part of any offer to sell or issue, or any invitation or solicitation of an offer to buy, shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada or Japan. The shares referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The shares may not be offered or sold in the United States, except to qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A under the Securities Act ("Rule 144A") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  The offer and sale of the shares referred to herein has not and will not be registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of securities in the United States, Australia, Canada or Japan.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in 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 (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018; and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

 

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