SSP Group Regulatory News (SSPG)

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR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.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

3 June 2020

Retail Offer via PrimaryBid.com

Retail Offer

SSP Group plc ("SSP" or the "Company"), a leading operator of food and beverage outlets in travel locations worldwide, is pleased to announce a retail offer via PrimaryBid of new ordinary shares (the "Retail Shares") of 1 17/200 pence each in the capital of the Company (the "Retail Offer").

As previously announced by the Company, on 26 February 2020 the Company's shareholders approved a final dividend of 6.0 pence per ordinary share ("Ordinary Share") for the financial year ended 30 September 2019 (the "2019 Final Dividend") which was due to be paid on 27 March 2020 to all members whose names appeared on the Company's register of members at 6.00 p.m. on 6 March 2020 (the "Record Date"). On 25 March 2020 the Company announced that it would defer the payment date of the 2019 Final Dividend to 4 June 2020.

As separately announced today, the Company is conducting a non-pre-emptive placing of new Ordinary Shares (the "Placing Shares") in the capital of the Company (the "Placing") through an accelerated bookbuilding process (the "Bookbuilding Process") so as to allow persons that are beneficially entitled to the 2019 Final Dividend to re-invest their entitlement to the 2019 Final Dividend by subscribing for new Ordinary Shares. In addition, certain directors and members of the senior management team of the Company intend to re-invest all or part of their entitlement (and the entitlement of persons closely associated with them) to the 2019 Final Dividend by subscribing for new Ordinary Shares alongside the Placing and the Retail Offer (the "Subscription").

The issue price for the Retail Shares, as well as for the Ordinary Shares in the Subscription, will be equal to the mid-market closing price of SSP's ordinary shares on 3 June 2020, as derived from London Stock Exchange plc's (the "London Stock Exchange") Daily Official List, which is the same price that placees in the Placing will subscribe for Placing Shares (the "Issue Price").

Confirmation of the Issue Price and the number of Placing Shares will be announced as soon as practicable on 4 June 2020, along with allocations.

Reasons for the Retail Offer

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors who are beneficially or legally and beneficially entitled to the 2019 Final Dividend ("Retail Entitled Persons") the opportunity to re-invest their entitlement to the 2019 Final Dividend in the Company by participating in the Company's equity issuance alongside the Placing and the Subscription, is in the best interest of shareholders, as well as wider stakeholders in SSP. 

The net proceeds of the Retail Offer will allow for a proportion of the 2019 Final Dividend payment to be effectively retained in the business and further enhance the Company's cash and liquidity position during this period of unprecedented disruption in the global travel market as a result of the COVID-19 outbreak.

Details of the Retail Offer

Retail Entitled Persons (including any retail investor who is beneficially entitled to the 2019 Final Dividend in circumstances where a financial intermediary (as that term is used in Article 2(d) of the Regulation (EU) 2017/1129), a custodian, a nominee, a trustee or another person was holding Ordinary Shares on behalf of that retail investor on the Record Date and is, therefore, the person who is legally entitled to the 2019 Final Dividend), may participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer will be open to Retail Entitled Persons from 7.01a.m. BST on 3 June 2020. The Retail Offer will close at the same time as the Bookbuilding Process is completed, at 4:00 p.m. BST on 3 June 2020.

Subscriptions under the Retail Offer will be subject to conditions which are available to view on PrimaryBid.com. Each Retail Entitled Person will be required to represent, warrant and undertake to the Company as follows:

(a) that he/she is beneficially entitled to the 2019 Final Dividend;

(b) that the aggregate monetary value of the new Ordinary Shares for which he/she agrees to subscribe for at the Issue Price is no more than the aggregate monetary value of the 2019 Final Dividend to which he/she is beneficially entitled; and

(c) that he/she was on the register of the Company's members on the Record Date or, if not, he/she is otherwise beneficially entitled to receive the 2019 Final Dividend.

Each Retail Entitled Person will also be asked to confirm that he/she is not participating in the Placing.

Aggregate demand under the Retail Offer will be limited to EUR 8 million, as is legally required.

The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive any future dividends and other distributions declared, made or paid after the date of issue (other than the 2019 Final Dividend).

Applications will be made (i) to the Financial Conduct Authority for admission of the Retail Shares to the premium listing segment of the Official List; and (ii) to the London Stock Exchange for admission of the Retail Shares to trading on its main market for listed securities (together, "Admission").

Settlement for the Retail Shares and Admission are expected to take place on or before 8 a.m. BST on 8 June 2020. The Retail Offer is conditional upon Admission becoming effective and on the placing agreement entered into by the Company not being terminated in accordance with its terms prior to Admission.

This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement should be read and understood.

Important Notices

This Announcement has been issued by and is the sole responsibility of the Company.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Retail Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of its affiliates, agents, directors, officers or employees that that would permit an offer of the Retail Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Retail Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about and to observe any such restrictions.

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.

This communication is not a public offer of securities for sale in the United States. 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 may not be offered and sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Certain statements contained in this Announcement 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, the macroeconomic and other impacts of COVID-19, 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 and its directors 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, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the FCA.

This Announcement does not constitute a recommendation concerning any investor's options with respect to 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.

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.

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. The Retail Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.