20 Oct 2015 10:50
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, CANADA THE UNITED STATES OF AMERICA (TOGETHER THE "RESTRICTED JURISDICTIONS") OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW COMMON SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS, NEW COMMON SHARES OR NEW DEPOSITARY INTERESTS MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE ON ENTERTAINMENT ONE LTD.'S WEBSITE AT www.entertainmentone.com.
For immediate release
20 October 2015
Entertainment One Ltd.
Result of Rump Placing
Following the announcement earlier today regarding valid acceptances under the fully underwritten Rights Issue announced by Entertainment One Ltd. (the "Company") on 30 September 2015, the Company confirms that J.P. Morgan Cazenove and Credit Suisse (the "Underwriters") have procured subscribers for all of the 5,426,414 New Common Shares for which valid acceptances were not received, representing approximately 4.13 per cent. of the total New Common Shares, at a price of 223 pence per New Common Share.
The net proceeds from the placing of such New Common Shares (after the deduction of the Rights Issue Price of 153.0 pence per New Common Share and the expenses of procuring subscribers, including any applicable brokerage and other commissions and amounts in respect of value added tax) will be paid (without interest) to Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to the entitlements not taken up, save that no payment will be made of amounts of less than £5 per holding, which amounts will be aggregated and ultimately paid to the Company. Cheques and credits to CREST accounts in respect of any such amounts are expected to be despatched to the relevant Shareholders by no later than 2 December 2015.
Terms used in this announcement shall have the same meanings as set out in the Prospectus published by Entertainment One Ltd. on 30 September 2015 (the "Prospectus").
Enquiries:
Redleaf Communications
Emma Kane/Rebecca Sanders-Hewett +44(0)20 7382 4730
eOne@redleafpr.com
Entertainment One Ltd.
Giles Willits/Patrick Yau +44(0)20 3714 7931
Sole Sponsor and Joint Bookrunner
J.P. Morgan Cazenove
Hugo Baring/Nicholas Hall/Virginia Khoo +44(0)20 7742 4000
Joint Bookrunner
Credit Suisse
Stuart Field/Chris Cottrell/Neil Pizey +44(0)20 7888 8888
Notes to Editors:
About Entertainment One Ltd.
Entertainment One Ltd. (LSE:ETO) is a leading international entertainment group focused on the acquisition, production and distribution of film, television, music and family content for distribution through multiple media channels across the Group's global network. The Company's comprehensive network extends around the globe including Canada, the US, the UK, Ireland, Spain, Benelux, France, Germany, Scandinavia, Australia, New Zealand and South Africa.
Through its established Film and Television Divisions, the Group provides extensive expertise in film distribution, film, television and music production, family programming, merchandising and licensing and digital content. The Group's current content library is exploited across all media formats and includes more than 40,000 film and television titles, 4,500 hours of television programming and 45,000 music tracks.
Further information is available at www.entertainmentone.com or email Redleaf Communications at eone@redleafpr.com.
IMPORTANT NOTICE:
This announcement has been issued by, and is the sole responsibility of, the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither the contents 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.
This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights, New Common Shares or New Depositary Interests referred to in this announcement except on the basis of the information contained in the Prospectus published by the Company on 30 September 2015 in connection with the Rights Issue. A copy of the Prospectus is available on the Company's website at www.entertainmentone.com. However, the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States or any other Restricted Jurisdiction.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other Restricted Jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, Australia, New Zealand, Japan, the Republic of South Africa, Canada or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, New Zealand, Japan, the Republic of South Africa or Canada. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, New Zealand, Japan, the Republic of South Africa or Canada.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Common Shares, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Common Shares or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States.
J.P. Morgan Securities plc (which operates its investment banking activities in the United Kingdom as J.P. Morgan Cazenove) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Credit Suisse Securities (Europe) Limited is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. The Underwriters are acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters, transactions or arrangements referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, the Underwriters do not accept any responsibility whatsoever or make any representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Common Shares or the Rights Issue and nothing in this document shall be read as a promise or representation in this respect whether as to the past or future. The Underwriters accordingly disclaim all and any liability whatsoever arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.
Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or in the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this document are not to be construed as investment, legal, accounting, business, financial, tax or other professional advice. This document is for information only and nothing in this document is intended to endorse or recommend a particular course of action. Each prospective investor should consult their own legal adviser, financial adviser, tax adviser or other professional adviser for investment, legal, accounting, business, financial or tax advice.