The Board of Play Communications S.A. (the “Company”, "Play") hereby reports that the Company was informed today by way of a public announcement (which was in English) with the below content that Kenbourne Invest S.A. ("Kenbourne") and Tollerton Investments Ltd. ("Tollerton") launched an accelerated placement of up to 23,096,237 shares of Play:
“NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
This communication is an advertisement and not a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia.
Neither this communication nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Placement will be made, and any investor should make his investment decision solely on the basis of publicly available information.
Kenbourne and Tollerton, who own 30.04% and 29.14%, respectively, together approx. 59% of the total shares outstanding, announce the launch of an accelerated placement of up to 23,096,237 shares of Play
Kenbourne and Tollerton have launched an accelerated placement (the “Placement”) of ordinary shares of Play. Kenbourne will sell up to 11,719,538 ordinary shares of the Company and Tollerton will sell up to 11,366,699 ordinary shares of the Company. The Placement will therefore involve the sale of a total of up to 23,086,237 ordinary shares of the Company representing up to 9.08% of the Company’s existing share capital and up to 9.08% of the Company’s voting rights and (if fully successful) will reduce Kebourne’s holding to 25.43% and Tollerton’s holding to 24.67%.
On 26 August 2019, Play announced its Q2 results where it delivered adj. EBITDA growth of 14.2% y-o-y for H1 and increased its adj. EBITDA guidance to PLN 2.3-2.4bn (from PLN 2.2-2.3bn). Additionally, in Q2 2019 Play paid out a dividend of PLN 368m and confirmed its guidance on shareholder distribution of FCFE for 2019.
Kenbourne and Tollerton remain confident about the future of Play.
The Placement is addressed to certain eligible institutional investors only, with final terms to be determined through an accelerated bookbuilding process.
The books for the Placement will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable, following the closing of the books.
As part of the transaction, remaining shares held by Kenbourne and Tollerton will be subject to a 180 day lock up period, subject to the customary exemptions including where the Joint Global Coordinators have provided their consent.
UBS Europe SE and Santander Bank Polska S.A. are acting as Joint Global Coordinators and Joint Bookrunners for the Placement.
This announcement is not an offer for sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Kenbourne Invest S.A. and Tollerton Investments Ltd. do not intend to register any portion of the Placement in the United States, and do not intend to conduct a public offering of securities in the United States.
This communication in the United States is intended only for QIBs and by accepting delivery of this communication in the United States you confirm that you are a QIB. The securities referred to herein may only be sold pursuant to Regulation S of the Securities Act and in the US, pursuant to an exemption from the Securities Act, strictly only to a limited number of QIBs (as defined in Rule 144A under the Securities Act) and in certain other countries only to authorised professional institutional investors. The securities are “restricted securities” as defined in Rule 144A under the Securities Act and any allocation will only be made on the basis the purchaser executes an investor representation letter.
Distribution in Canada to Accredited Investors in Ontario, Quebec, British Columbia, Alberta, Saskatchewan and Manitoba might only be available to accounts which are also permitted clients.
The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada or Japan.
The publication of this information does not constitute the making available of information to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended (the “Act on Public Offering”), and does not constitute a promotional campaign within the meaning of Article 53 of the Act on Public Offering.
This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.
This communication is only addressed to and directed at persons in Member States of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive. In addition, in the United Kingdom, this communication is being distributed to, and is directed only at, qualified investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”), (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Any investment decision to buy shares must be made solely on the basis of publicly available information. Such information is not the responsibility of UBS Europe SE or Santander Bank Polska S.A. and has not been independently verified by any of UBS Europe SE, Santander Bank Polska S.A., Kenbourne Invest S.A. or Tollerton Investments Ltd.
UBS Europe SE and Santander Bank Polska S.A. are acting for Kenbourne Invest S.A. and Tollerton Investments Ltd. and no one else in connection with the offering and will not be responsible to anyone other than Kenbourne Invest S.A. and Tollerton Investments Ltd. for providing advice or protections afforded to clients in relation to any transaction or any matters referred to this communication.
Each of UBS Europe SE and Santander Bank Polska S.A. may participate in the offering on a proprietary basis.”
Legal basis: Article 17 of MAR.