15 Jul 2015 07:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
15 July 2015
Marwyn Completes Partial Sale of Stake in Entertainment One Ltd
Further to the announcement by Marwyn Value Investors L.P. ("Marwyn") on 14 July 2015, Marwyn has completed the sale of 26.5 million depositary interests representing common shares (the "Placing Shares") in Entertainment One Ltd ("eOne") at a price of GBP 330 pence per share (the "Placing"), raising gross proceeds of approximately £87 million.
Marwyn is now beneficially interested in approximately 52.9 million common shares of eOne, representing approximately 17.9% of eOne's issued common share capital.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") acted as sole bookrunner and N M Rothschild & Sons Ltd ("Rothschild") acted as financial adviser to Marwyn in connection with the Placing.
Marwyn has undertaken not to dispose of any further interests in eOne common shares without the consent of J.P. Morgan Cazenove for a period of 90 days following completion of the Placing.
Capitalised terms used in this announcement shall have the same meaning as set out in the announcement published by Marwyn in connection with the Placing on 14 July 2015.
Enquiries
For further information please contact:
J.P. Morgan Cazenove +44 207 742 4000
Nicholas Hall
Charles Walker
Rothschild +44 207 280 5000
Warner Mandel
Peter Nicklin
IMPORTANT NOTICE
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE Placing. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE Placing SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Marwyn, J.P. Morgan Cazenove, Rothschild or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Marwyn, J.P. Morgan Cazenove and Rothschild to inform themselves about and to observe any applicable restrictions.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of Marwyn, J.P. Morgan Cazenove, Rothschild or any of their respective affiliates.
J.P. Morgan Cazenove, which in the United Kingdom is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting only for Marwyn and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing. J.P. Morgan Cazenove will not be responsible to anyone other than Marwyn for providing the protections offered to the clients of J.P. Morgan Cazenove or for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Rothschild, which in the United Kingdom is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Marwyn and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing. Rothschild will not be responsible to anyone other than Marwyn for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
This announcement has been issued by and is the responsibility of Marwyn. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility will be accepted by J.P. Morgan Cazenove, Rothschild or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or 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.