Result of Placing and Posting of Circular

RNS Number : 2764R

Escape Hunt PLC

03 November 2021

 

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, THE REPUBLIC OF SOUTH AFRICA , NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION , RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR , OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ESCAPE HUNT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION . NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ESCAPE HUNT PLC .

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (MAR) UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

3 November 2021

Escape Hunt PLC

("Escape Hunt", the "Company" or the "Group")  

Result of Placing and Posting of Circular  

Further to its announcement released earlier today, Escape Hunt (AIM:ESC), a leading operator of escape rooms in the fast-growing experiential leisure sector, is pleased to announce the successful completion of the oversubscribed placing (the "Placing Announcement").

Capitalised terms used in this announcement and not defined herein shall have the meanings given to them in the Placing Announcement.

A total of £ 15.0 million (before expenses) has been conditionally raised pursuant to the Placing and Subscription as follows:

· £ 14,775,000 through the issue of 49,250,000 Placing Shares at 30 pence each ("Issue Price"); and

· £225,000 through the issue of 750,000 Subscription Shares at the Issue Price.

In addition, in order to provide Shareholders who did not take part in the Placing or Subscription with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares, to raise up to a further approximately £2.2 million (before expenses), on the basis of 1 Open Offer Share for every 12 Ordinary Shares held on the Record Date, at the Issue Price.  Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Fundraising is subject, inter alia, to Shareholder approval being obtained at the General Meeting of the Company to be convened for 22 November 2021.

The Placing was conducted by way of an accelerated bookbuild process. Shore Capital acted as broker on the Placing. KK Advisory Ltd acted as placing agent.

As outlined in the Placing Announcement, the net proceeds of the Fundraising will be used to pay for the cash element of the consideration payable for the Acquisition, for operational improvements/integration of Boom Battle Bars, for new sites, to fund the costs and expenses of the Proposals and for general working capital purposes.

The Directors (or their associates) have, in aggregate, invested £ 485,000 in the Fundraising by means of 500,000 Subscription Shares and 1,116,667 Placing Shares all acquired at the Issue Price.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is anticipated that Admission of the New Ordinary Shares will take place at 8.00 a.m. on 23 November 2021. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. 

The Placing Shares, Subscription Shares and Open Offer Shares (assuming full take up), in aggregate, will represent approximately 39 per cent. of the Company's enlarged share capital on Admission.

The Placing Shares and the Subscription Shares are not subject to clawback and are not part of the Open Offer. None of the Placing, the Subscription or the Open Offer is underwritten.

Directors' shareholdings

Details of each Director's participation (or their associates) in the Fundraising and their resultant shareholdings are set out below:

Director	Number of Existing Ordinary Shares held	Number of New Ordinary Shares subscribed for pursuant to the Subscription or Placing	Number of Ordinary Shares held immediately after Admission	Percentage interest in the Enlarged Share Capital ( assuming nil take up in the Open Offer )
Richard Rose	1,387,000	1,000,000	2,387,000	1.5%
Richard Harpham	708,766	158,333	867,099	0.5%
Graham Bird	1,441,362	341,667	1,783,029	1.1%
Karen Bach	142,400	116,667	259,067	0.2%

Related Party Transaction

Canaccord Genuity Group Inc., which is a substantial shareholder in the Company as defined in the AIM Rules for Companies (and therefore a related party of the Company for the purposes of the AIM Rules for Companies) (the "Substantial Shareholder Related Party"), has conditionally subscribed for 10,000,000 Placing Shares. Therefore, the participation of the Substantial Shareholder Related Party in the Placing constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.

The Directors, having consulted with Shore Capital and Corporate, the Company's nominated adviser, consider that the terms of the Substantial Shareholder Related Party's participation in the Fundraising are fair and reasonable insofar as the Shareholders are concerned.

Posting of Circular

The Company intends to publish a Circular later today setting out further details of the Fundraising and the Acquisition.  It will also contain a Notice of General Meeting as the issue of the New Ordinary Shares is conditional, inter alia, on Shareholder approval.  The Circular will be sent to Shareholders, together with a Form of Proxy and an Application Form for the Open Offer. The Circular will also be available on the Company's website at  www.escapehunt.com /investors .

Enquiries:

Enquiries:

Escape Hunt plc https://www.e scapehunt .com/ Richard Harpham (Chief Executive Officer) Graham Bird (Chief Financial Officer) Kam Bansil (Investor Relations)	[phone]
Shore Capital, Nomad and Joint Broker https://www.shorecap.co.uk/ Tom Griffiths (Corporate Advisory) David Coaten (Corporate Advisory)	[phone]
Zeus Capital Limited, Joint Broker https://www.zeuscapital.co.uk/ John Goold Daniel Harris	[phone]
KK Advisory Ltd, Placing Agent	[phone]
www.kkadvisory.co.uk
Kam Bansil
IFC Advisory - Financial PR  https://www.investor-focus.co.uk/ Graham Herring Florence Chandler	[phone]

About Escape Hunt plc

The Escape Hunt Group is a global leader in providing escape-the-room experiences delivered through a network of owner-operated sites in the UK, an international network of franchised outlets in five continents, and through digitally delivered games which can be played remotely.  Its products enjoy consistent premium customer ratings and cater for leisure or teambuilding, in small groups or large, and are suitable for consumers, businesses and other organisations.  Having been re-admitted to AIM in May 2017, the Company has a strategy of creating high quality premium games and experiences delivered through multiple formats and which can incorporate branded IP content.

The person responsible for arranging the release of this information is Richard Harpham, CEO of the Company.

IMPORTANT NOTICE

This announcement (the "Announcement") and the information contained herein is for information purposes only and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, New Zealand, Australia, Japan, the Republic of Ireland or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Placing Restricted Jurisdictions").  The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be ordered, sold, or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and, in each case, in compliance with the securities law of any state or any other jurisdiction of the United States.  No public ordering of the New Ordinary Shares is being made in the United States.  Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Fundraising.  This Announcement does not constitute or form part of an order to sell or issue or a solicitation of an order to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Placing Restricted Jurisdictions or any other jurisdiction in which such order or solicitation would be unlawful.  This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Placing Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Shore Capital Stockbrokers or Shore Capital and Corporate or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an order of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required.  Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA.  This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

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 for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Certain statements in this Announcement are forward looking statements which are based on the Group's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts.  These forward looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts.  These forward looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward looking statements.  These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements.  Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward looking statements.  Forward looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward  looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance.  Persons needing advice should consult an independent financial adviser.  No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital and Corporate, which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the matters described in this document and is not acting for any other persons in relation to the Fundraising. Shore Capital and Corporate is acting exclusively for the Company and for no one else in relation to the contents of this announcement and persons receiving this announcement should note that Shore Capital and Corporate will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate or for advising any other person on the arrangements described in this announcement. The responsibilities of Shore Capital and Corporate as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this document and/or the application form, or otherwise.

Shore Capital Stockbrokers, which is authorised and regulated in the United Kingdom by the FCA, is acting as sole broker to the Company in connection with the matters described in this document and is not acting for any other persons in relation to the Fundraising or Admission. Shore Capital Stockbrokers is acting exclusively for the Company and for no one else in relation to the contents of this announcement and persons receiving this announcement should note that Shore Capital Stockbrokers will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital Stockbrokers or for advising any other person on the arrangements described in this announcement.

This Announcement has been issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company (except to the extent imposed by law or regulations), Shore Capital Stockbrokers or Shore Capital and Corporate or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on their behalf, the Company or any other person in connection with the Company, the Fundraising or Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.  Each of Shore Capital Stockbrokers and Shore Capital and Corporate and their affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than to trading on AIM.

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.

 

END

 

 

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