React Group Regulatory News (REAT)

Not for publication, distribution or release directly or indirectly, in whole or in part, into or in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which offers for sale would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or the Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

React Group Plc ("React" or the "Company")

15 January 2018

Proposed secondary placing of ordinary shares in React Group Plc ("React" or the "Company")

React announces that it has been advised by certain shareholders (the "Selling Shareholders") that they wish to sell approximately 93.45 million ordinary shares in the Company (the "Placing Shares") via an accelerated bookbuild placing to institutional investors (the "Placing"). This represents approximately 33.93 per cent of the issued share capital of React.

The Placing will be managed by Whitman Howard Limited, acting as bookrunner (the "Bookrunner"). The Placing price will be decided at the close of the accelerated bookbuilding period. 

The books for the Placing will open with immediate effect. The books for the Placing are expected to close no later than 3:00 pm on 15 January 2018. The timing of the closing of the books and the making of allocations may be accelerated or delayed by the Bookrunner at their discretion. The final number of Placing Shares to be placed will be agreed by the Bookrunner at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.

Enquiries:

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.

These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The Placing Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a private transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. The Placing Shares will not be offered to the public in the United States.

The Placing Shares have not been, and will not be, registered under the applicable securities laws of any state or other jurisdiction of Australia, Canada, Japan or the Republic of South Africa. There will be no public offering of the Placing Shares in Australia, Canada, Japan or the Republic of South Africa or elsewhere.

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 the Selling Shareholder or Whitman Howard Limited or any of their respective affiliates.

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, Japan or the Republic of South Africa. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African 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 the Selling Shareholder, Whitman Howard Limited 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 the Selling Shareholder and Whitman Howard Limited to inform them about and to observe any applicable restrictions.

Whitman Howard Limited, which is authorised by the Financial Conduct Authority is acting exclusively on behalf of the Company and no one else in connection with any offering of the Placing Shares and will not be responsible to anyone other than the Company for providing the protections offered to the clients of Whitman Howard Limited, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

SPARK Advisory Partners Limited, which is authorised by the Financial Conduct Authority is acting exclusively on behalf of the Company and no one else in connection with any offering of the Placing Shares and will not be responsible to anyone other than the Company for providing the protections offered to the clients of SPARK Advisory Partners Limited, nor for providing advice in relation to the Placing or any matters referred to 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 Whitman Howard Limited or by any of their 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 their advisers, and any liability therefore is expressly disclaimed.