Last checked at 8 Apr 2020 12:45
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, NEW ZEALAND, THE REPUBLIC OF IRELAND, SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
8 April 2020
Everyman Media Group PLC
("Everyman" the "Company" or the "Group")
Result of Accelerated Bookbuild to raise £17.5 million and PDMR Dealing
Everyman Media Group PLC (AIM: EMAN), the independent, premium cinema group, today announces that, further to the announcement made earlier today regarding the proposed Bookbuild, the Company has conditionally placed 17,500,000 Ordinary Shares at the Placing Price of 100 pence per Ordinary Share, raising gross Placing proceeds of £17.5 million. The Placing was oversubscribed.
Completion of the Placing is subject to, inter alia, shareholder approval to enable the allotment of the Placing Shares, which will be sought at a General Meeting of the Company expected to be held at Everyman Cinema, 5 Holly Bush Vale, Hampstead London NW3 6TX, at 10.00 a.m. on 29 April 2020.
The most recent "stay at home" measures adopted by the Government prohibit, unless essential for work purposes, public gatherings of more than two people. The Company's view, which is supported by the Chartered Governance Institute (ICSA) is that attendance at a general meeting by a shareholder, other than one specifically required to form the quorum for that meeting, is not essential for work purposes. The Company has arranged for a quorum to be present in person at the meeting. Accordingly, it will not be possible for Shareholders to attend in person and they are asked instead to vote by proxy.
The Circular, containing further details of the Placing, convening of the General Meeting and a proxy form is expected to be despatched to Shareholders on 9 April 2020 and will thereafter be available on Everyman's website at: https://investors.everymancinema.com
The Placing Shares, once issued, will represent approximately 19.2 per cent. of Everyman's Enlarged Share Capital. Canaccord Genuity is acting as Nominated Adviser, Sole Bookrunner and Broker to the Company.
The definitions referenced in this announcement remain in line with those from the announcement published at 7.00 a.m. (UK) on 8 April 2020, unless otherwise stated.
Admission and dealings
Application will be made to the London Stock Exchange for the Placing Shares to be issued pursuant to the Placing to be admitted to trading on AIM. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid after their date of issue.
It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 30 April 2020.
Following Admission of the Placing Shares, the Company's issued and fully paid share capital will consist of 91,095,469 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. The figure of 91,095,469 Ordinary Shares may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the DTRs.
Directors' and related parties' participation in the Placing
As part of the Placing, certain Directors and their persons closely associated have agreed to subscribe for Placing Shares at the Placing Price. Details of the Placing Shares for which the Directors and their persons closely associated have subscribed and their resultant shareholdings are displayed below.
Director | Number of Ordinary Shares held before the Placing | Number of Placing Shares being Subscribed for as part of the Placing | Resultant shareholding after the Placing | Percentage of Enlarged Share Capital |
Elizabeth Lake | -- | 10,000 | 10,000 | 0.01% |
Adam Kaye | 5,349,956 | 100,000 | 5,449,956 | 5.98% |
Paul Wise | 2,756,752 | 200,000 | 2,956,752 | 3.25% |
Michael Rosehill | 198,710 | 20,000 | 218,710 | 0.24% |
Phillip Jacobson | 86,336 | 30,000 | 116,336 | 0.13% |
In addition to the above, Blue Coast Private Equity L.P. ("Blue Coast") has agreed to subscribe for 3,500,000 Placing Shares pursuant to the Placing at the Placing Price. Following Admission, Blue Coast will have an interest in 17,298,639 Ordinary Shares, representing 19.0 per cent. of the Enlarged Share Capital. Michael Rosehill is a director of Blue Coast Private Equity L.P. and, therefore, also has an indirect interest in the shareholding of Blue Coast Private Equity L.P.
In addition to the above, Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock Inc ("BlackRock") have agreed to subscribe for 3,414,600 Placing Shares pursuant to the Placing at the Placing Price. Following Admission, BlackRock will have an interest in 10,943,122 Ordinary Shares, representing 12.0 per cent. of the Enlarged Share Capital.
Elizabeth Lake, Adam Kaye, Paul Wise, Michael Rosehill, Philip Jacobson and their persons closely associated are considered a "related party" (as defined by the AIM Rules) of the Company by virtue of being directors of the Company. Blue Coast are considered a "related party" (as defined by the AIM Rules) of the Company by virtue of being an existing substantial shareholder in the Company and Michael Rosehill being a director. BlackRock are considered a "related party" (as defined by the AIM Rules) of the Company by virtue of being an existing substantial shareholder in the Company as per the 16 March 2020 announcement confirming their shareholding.
The Directors (excluding Elizabeth Lake, Adam Kaye, Paul Wise, Michael Rosehill and Philip Jacobson) consider, having consulted with Canaccord Genuity, the Company's Nominated Adviser for the purposes of the AIM Rules, that the terms of the related party subscriptions set out above are fair and reasonable insofar as the shareholders of the Company are concerned.
Crispin Lilly, Chief Executive Officer of Everyman Media Group plc, said:
"We have worked hard to adapt the business to withstand the impacts of COVID-19 and we have received incredible goodwill and support from investors, customers, suppliers and our banking partners.
"Our ambition is simply to ensure that as we emerge from the restrictions that currently face us, Everyman is well placed to continue to deliver on our growth ambitions. Together with our existing funding arrangements, this Placing significantly strengthens our balance sheet providing further working capital and allows us to pick up where we left off.
"We see a huge continuing appetite for entertainment, and specifically for film. We are confident that when the time is right, customers old and new will return to our venues, in large numbers, to enjoy film the Everyman way."
For further information, please contact:
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This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.
This announcement is released by Everyman Media Group PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
The person responsible for arranging the release of this information is Crispin Lilly, Chief Executive Officer of the Company.
Expected Timetable
Circular and Notice of General Meeting posted to Shareholders | 9 April 2020 |
Latest time and date for receipt of Forms of Proxy | 10.00 a.m. on 27 April 2020 |
General Meeting | 10.00 a.m. on 29 April 2020 |
Admission and dealings in the Placing Shares expected to commence on AIM | on or around 30 April 2020 |
Expected date for CREST accounts to be credited for Placing Shares to be held in uncertified form | 30 April 2020 |
Despatch of definitive share certificates in respect of the Placing Shares to be held in certificated form, if applicable | by 14 May 2020 |
Notes:
1. Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.
IMPORTANT NOTICE
The information contained in this Announcement is for information 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.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, New Zealand, the Republic of Ireland, Japan, 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.
This Announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, New Zealand, the Republic of Ireland, Japan, the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group or Canaccord Genuity or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this Announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement.
Canaccord Genuity is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Canaccord Genuity will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
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 Canaccord Genuity or by any of its Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or 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.
No statement in this Announcement is intended to be a profit forecast or estimate, 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.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
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.