Buy-back of shares from Antler EquityCo S.à r.l.

Baltic Classifieds Group PLC

15 July 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.

15 July 2024

Baltic Classifieds Group PLC 

(the "Company") 

Buy-back of 4.2 million shares in the Company from Antler EquityCo S.à r.l. and sale of approximately 59 million shares in the Company by Antler EquityCo S.à r.l. through a secondary placing

Antler EquityCo S.à r.l. ("Antler"), which is controlled by funds advised by Apax Partners LLP ("Apax"), has announced that it has sold approximately 63 million ordinary shares in the capital of the Company, representing approximately 13% of the Company's issued ordinary share capital, at a price of 247 pence per share (the "Placing Price") raising gross sale proceeds of approximately £156 million. This represents a full exit by Antler of its position in the Company.

The sale comprises approximately 59 million ordinary shares of the Company sold by Antler to institutional investors raising gross proceeds of approximately £146 million (the "Placing") and 4.2 million ordinary shares of the Company sold by Antler to the Company raising gross sale proceeds of approximately £10 million (the "Off-Market Purchase"). The Placing was upsized by approximately 100% from the original Placing size of 30 million ordinary shares (as announced on 12 July 2024).

The Off-Market Purchase was conducted at the Placing Price pursuant to a contract (the "Buyback Contract") between Antler and the Company, which was approved by the shareholders of the Company at its Annual General Meeting on 27 September 2023.

BofA Securities Europe SA ("BofA Securities") acted as sole Global Coordinator in connection with the Placing. Settlement of the Placing and the Off-Market Purchase is expected to take place on 17 July 2024.

The Company is not a party to the Placing and will not receive any proceeds from the Placing. Antler has announced that following its exit, it will not be subject to the lock-up obligation announced on 12 July 2024.

Antler is a related party of the Company for the purposes of the Listing Rules. The Off-Market Purchase by the Company from Antler constitutes a smaller related party transaction falling within LR 11.1.10R(1) and this announcement is therefore made in accordance with LR11.1.10R(2)(c). A sponsor's written confirmation has been obtained by the Company from BofA Securities, pursuant to LR 11.1.10R(2)(b) in its capacity as the Company's sponsor, stating that the terms of the Off-Market Purchase are fair and reasonable as far as the Company's shareholders are concerned.

Enquiries

Baltic Classifieds Group PLC

Company Secretary: E-mail: [e-mail]

 The person responsible for the release of this announcement on behalf of the Company is Egle Sadauskiene (Company Secretary).

Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969

 

END