SSP Group Regulatory News (SSPG)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI:213800QGNIWTXFMENJ24

For immediate release

4 June 2020

SSP Group plc

Results of Placing

SSP Group plc ("SSP" or the "Company") announces the successful completion of the non-pre-emptive placing of ordinary shares in the capital of the Company announced yesterday (the "Placing").

A total of 3,382,255 new ordinary shares in the capital of the Company (the "Placing Shares") have been placed by Barclays Bank PLC, acting through its investment bank ("Barclays") at a price of 315.2 pence per Placing Share (the "Placing Price"). Concurrently with the Placing, certain directors and members of the senior management team of the Company have subscribed (the "Subscription") for new ordinary shares in the capital of the Company (the "Subscription Shares"), at the Placing Price. In addition, retail investors have subscribed in an offer made by the Company via the PrimaryBid platform for new ordinary shares in the capital of the Company (the "Retail Shares") at the Placing Price (the "Retail Offer").

Together, the Placing, Subscription and Retail Offer of, in aggregate, 3,475,388 new ordinary shares in the capital of the Company raised gross proceeds of approximately £11.0 million. The Placing Price of 315.2 pence was equal to the mid-market closing price of SSP's shares on 3 June 2020. The Placing Shares, Subscription Shares and Retail Shares being issued together represent approximately 0.7 per cent of the existing issued ordinary share capital of SSP prior to the Placing, Subscription and Retail Offer.

Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the Placing Shares, Subscription Shares and the Retail Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 8 June 2020. The Placing, Subscription and Retail Offer are each conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and Barclays in relation to the Placing dated 3 June 2020 not being terminated in accordance with its terms.

The Placing Shares, Subscription Shares and Retail Shares will, when issued, be credited as fully paid and rank pari passu in all respects with each other and with the existing ordinary shares of 1 17/200 pence in the capital of SSP, including, without limitation, the right to receive all future dividends and other distributions declared, made or paid after the date of issue other than the final dividend of 6.0 pence per ordinary share for the year ended 30 September 2019 approved by shareholders on 26 February 2020 which is payable to holders whose names appeared on the Company's register of members at 6.00pm on 6 March 2020.

Following Admission, the total number of shares in issue in SSP will be 537,859,931. SSP currently holds 263,499 ordinary shares as treasury shares which do not carry voting rights, and, therefore, following Admission, the total number of voting shares in SSP in issue (excluding shares held in treasury) will be 537,596,432.

Director participation and related party transactions

The Company has been notified that the following substantial shareholders of the Company, all of whom are related parties for the purposes of Chapter 11 of the Listing Rules of the FCA (the "Listing Rules") have agreed to participate in the Placing as follows:

(1) Assuming 3,475,388 new ordinary shares are issued pursuant to the Placing, Subscription and Retail Offer.

(2) Funds and accounts under management by direct and indirect investment management subsidiaries of BlackRock, Inc.

The participation by BlackRock, Inc. ("BlackRock") and Merian Global Investors Ltd (UK) ("Merian") in the Placing constitute small transactions for the purposes of Listing Rule 11.1.6 R (1). Disclosures above are provided under Listing Rule 11.1.11 (3)(b) further to previously disclosed smaller related party transactions between BlackRock and the Company, and Merian and the Company.

In addition, certain directors of the Company and other persons discharging managerial responsibilities and/or persons closely associated with them have agreed to subscribe for in aggregate 26,744 Subscription Shares, at the Placing Price, as follows:

CONTACTS

Investor and analyst enquiries

Sarah John, Corporate Affairs Director, SSP Group plc

+44 (0) 203 714 5251; E-mail: sarah.john@ssp-intl.com

Media enquiries

Peter Ogden / Lisa Kavanagh, Powerscourt

+44 (0) 207 250 1446; E-mail: ssp@powerscourt-group.com

NOTES TO EDITORS

About SSP

SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations. Prior to the onset of Covid-19, we served around one and a half million customers every day at approximately 180 airports and 300 rail stations in 35 countries around the world and operated more than 550 international, national and local brands across our c. 2,800 units.

www.foodtravelexperts.com  

IMPORTANT NOTICES

No action has been taken by the Company, Barclays or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation")) to be published. Persons needing advice should consult an independent financial adviser.

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 Barclays 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.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. The securities referred to herein are, subject to certain exceptions, being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.

Members of the public are not eligible to take part in the Placing. In the European Economic Area ("EEA"), this Announcement is directed only at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed only at Qualified Persons who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (together, "Relevant Persons"). Any investment activity to which the Announcement relates is only available to and will only be engaged with (i) Relevant Persons in the United Kingdom and; (ii) Qualified Investors in the EEA, and any other persons within the United Kingdom or the EEA who receive the Announcement should not rely on or act upon the Announcement.

Certain statements contained in this Announcement may constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors and Barclays each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, Market Abuse Regulation (EU) No.596/2014, the the Disclosure Guidance and Transparency Rules made by the FCA pursuant to Part VI of the Financial Services and Markets Act 2000, the rules of the London Stock Exchange or the FCA.

Barclays is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. Barclays is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Barclays will not regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and 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 to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement (including, for the avoidance of doubt, the Retail Offer).

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing or the Retail Offer. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Prospective investors should note that the connection with the 2019 Final Dividend entitlement may cause the tax treatment of the acquisition of any securities referred to herein to differ from other placings and also that tax may remain chargeable in respect of the 2019 Final Dividend even if the proceeds are applied in acquiring any securities referred to herein.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The securities referred to herein will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities referred to herein have been subject to a product approval process, which has determined that such securities referred to herein are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities referred to herein may decline and investors could lose all or part of their investment; the securities referred to herein offer no guaranteed income and no capital protection; and an investment in the securities referred to herein is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Barclays will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the securities referred to herein. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.