22 Nov 2021 11:13
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, THE REPUBLIC OF IRELAND, 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 UK MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
22 November 2021
ESCAPE HUNT PLC (To be renamed XP Factory Plc)
("Escape Hunt", the "Company" or the "Group")
Result of the General Meeting
Total Voting Rights
And
Directors' Shareholdings
Result of Meeting
Escape Hunt plc (AIM: ESC), a leading operator of escape rooms in the fast-growing experiential leisure sector, is pleased to announce that at the General Meeting held earlier today, all of the Resolutions proposed were duly passed. Please note that all terms in this announcement have the same meaning as in the Circular sent to Shareholders on 4 November 2021.
Application for Admission has been made in respect of, in aggregate, the 57,385,007 New Ordinary Shares to be issued pursuant to the Placing (49,250,000 New Ordinary Shares), the Subscription (750,000 New Ordinary Shares, and the Open Offer (7,385,007 New Ordinary Shares).
It is expected admission of these New Ordinary Shares will become effective and dealings in these Ordinary Shares will commence at 8.00 a.m. on 23 November 2021.
Total Voting Rights
Upon Admission, the Company's total issued share capital will be 146,005,098 Ordinary Shares and the Company does not hold any shares in treasury. This figure may be used by shareholders as the denominator for calculations 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 FCA's Disclosure Guidance and Transparency Rules.
Directors' Shareholdings
Details of each Director's participation (or their associates) in the Fundraising and their resultant beneficial shareholdings immediately following Admission 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 |
Richard Rose | 1,387,000* | 1,000,000 | 2,387,000* | 1.5% |
Richard Harpham | 709,606 | 158,333 | 867,939 | 0.5% |
Graham Bird | 1,442,202 | 341,667 | 1,783,869 | 1.1% |
Karen Bach | 142,400 | 116,667 | 259,067 | 0.2% |
*of which, 53,666 Ordinary Shares are held by Richard Rose, with the balance held in a trust for his adult children.
Proposed Change of Name
The Resolutions included a resolution to change the name of the Company to XP Factory Plc to reflect the changing nature of the Enlarged Group's business. Upon the change of name being registered at Companies House, which is expected to occur within approximately three weeks following Admission, the Company's AIM ticker symbol will be changed to XPF and its website address will be changed to www.xpfactory.com. A further announcement will be made in due course.
Enquiries:
Escape Hunt plc https://www.escapehunt.com/ Richard Harpham (Chief Executive Officer) Graham Bird (Chief Financial Officer)
| +44 (0) 20 7846 3322 |
Shore Capital, NOMAD and Joint Broker https://www.shorecap.co.uk/ Tom Griffiths David Coaten
| +44 (0) 20 7408 4050 |
Zeus Capital Limited, Joint Broker https://www.zeuscapital.co.uk/ Daniel Harris
| +44 (0) 20 3829 5000 |
KK Advisory Ltd, Placing Agent www.kkadvisory.co.uk Kam Bansil
| +44 (0) 20 7039 1901 |
IFC Advisory - Financial PR https://www.investor-focus.co.uk/ Graham Herring Florence Chandler
| +44 (0) 20 3934 6630 |
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 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.
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 and Admission. 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 broker to the Company in connection with the matters described in this announcement and is not acting for any other persons in relation to the Fundraising and 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 its clients 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.