Proposed placing of shares by selling shareholders

RNS Number : 0760Q

OnTheMarket plc

16 February 2023

 

16 February 2023

Immediate Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO .

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO . 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

OnTheMarket plc

("OnTheMarket" or the "Company")

Proposed placing of ordinary shares in OnTheMarket plc by certain selling shareholders

Further to the announcement made by the Company on 13 December 2022 in relation to proposed agent shareholder dealing arrangements, OnTheMarket announces that it has been informed by Link Market Services Limited ("Link"), on behalf of eligible agent shareholders who entered into five-year lock-in arrangements at the time of the Company's admission to AIM, and a current management shareholder, Morgan Ross (together, the "Selling Shareholders") of their intention to sell, in aggregate, 3,130,675 ordinary shares of 0.2p each in the Company ("Ordinary Shares") (the "Placing Shares") at 76 pence per Ordinary Share (the "Placing"). Morgan Ross will be selling Placing Shares via Intertrust Employee Benefit Trustee Limited ("Intertrust"), the trustee of the Company's employee benefit trust.  Such Placing Shares will be issued pursuant to the exercise of outstanding awards over Ordinary Shares.

Zeus Capital Limited ("Zeus") and Shore Capital Stockbrokers Limited ("Shore Capital") (together, the "Joint Bookrunners") are acting as Joint Bookrunners in connection with the Placing. The Placing Shares will be sold via an accelerated bookbuild placing to institutional investors.

The Joint Bookrunners have entered into block trade agreements (the "Block Trade Agreements") with the Selling Shareholders, Intertrust, Link and OnTheMarket. OnTheMarket will not receive or retain any proceeds from the Placing.

The Placing Shares represent approximately 4.1 per cent. of the issued share capital of OnTheMarket.

The books for the Placing will open with immediate effect. The timing for the close of the bookbuild process will be at the absolute discretion of the Joint Bookrunners. The final number of Placing Shares to be placed, and the price at which the Placing Shares are to be placed, will be agreed by the Joint Bookrunners with the Selling Shareholders (with OnTheMarket acting as representative for the agent shareholders and Morgan Ross) at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.

ENDS

For further information, please contact:

OnTheMarket                  0207 353 4200

Jason Tebb, Chief Executive Officer

Simon Bullock, Interim Chief Financial Officer

Zeus (Joint Bookrunner, Nominated Adviser and Joint Broker)     0203 823 5000

Jamie Peel, Martin Green, James Hornigold (Investment Banking)

Benjamin Robertson (Corporate Broking) 

Shore Capital (Joint Bookrunner and Joint Broker) 0207 408 4090

Daniel Bush, John More (Corporate Finance)

Fiona Conroy (Corporate Broking)

Important Information

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) 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 (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING 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 ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This Announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, New Zealand, South Africa or Japan or in any jurisdiction in which such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant State or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere. 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus, admission document or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing 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, Shore Capital, Zeus, Link, Intertrust, the Company or any of their respective affiliates.

Neither this Announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, New Zealand, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, New Zealand, Canadian, South African or Japanese securities laws.

The distribution of this Announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Selling Shareholders, Shore Capital, Zeus, Link, Intertrust, the Company or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction, or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares, in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Selling Shareholders, Shore Capital, Zeus, Link, Intertrust and the Company to inform themselves about, and to observe, any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information contained in this Announcement or on its completeness and this Announcement should not be considered a recommendation by the Company, the Selling Shareholders, Shore Capital, Zeus, Link, Intertrust, the Company or any of their respective affiliates in relation to any purchase of, or subscription for, securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, Shore Capital, Zeus, Link, Intertrust, the Company or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this Announcement and none of the information contained in this Announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited are authorised and regulated in the United Kingdom by the Financial Conduct Authority and are acting exclusively for the Company and no one else, in connection with the Placing and will not regard any other person as a client in relation to the Placing and will not be responsible to any other person for providing the protections afforded to their clients nor for giving advice in relation to the Placing.

Zeus Capital Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no one else, in connection with the Placing and will not regard any other person as a client in relation to the Placing and will not be responsible to any other person for providing the protections afforded to its clients nor for giving advice in relation to the Placing.

Neither the Joint Bookrunners, nor any of their respective directors, unlimited partners, 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, including past announcements, relating to the Company or 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 statements in this Announcement are, or may be deemed to be, forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this Announcement. Statements contained in this Announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

INFORMATION TO DISTRIBUTORS

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor (including each Intermediary) is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to any Placing Shares. Each distributor (including each Intermediary) is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END

 

 

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