The Board of Directors 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 II S.à r.l. and Tollerton Investments Limited launched an accelerated placement of up to 18,000,000 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 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.
Please read the important information at the end of this document.
Kenbourne Invest II S.à r.l. (“Kenbourne”) Tollerton Investments Limited (“Tollerton”), who own 25.42% and 24.66%, respectively, together approx. 50% of the total shares outstanding, announce the launch of an accelerated placement of up to 18,000,000 ordinary shares of Play Communications S.A. (“Play” or the “Company”)
Kenbourne and Tollerton have launched an accelerated placement (the “Placement” or “Sale”) of ordinary shares of Play (“Shares”). Kenbourne intends to sell up to 9,000,000 Shares and Tollerton intends to sell up to 9,000,000 Shares. The Placement will therefore involve the sale of a total of up to 18,000,000 Shares representing up to 7,08% of the Company’s existing share capital and up to 7.08% of the Company’s voting rights and (if completed) will reduce Kenbourne’s holding to 21.88% and Tollerton’s holding to 21.12%.
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 is expected to be announced as soon as practicable, following the closing of the books.
As part of the transaction, the remaining Shares held by Kenbourne and Tollerton will be subject to a 120 day lock up period, subject to certain exemptions including private sales (subject to the purchaser being locked up for the remainder of the period), enforcement of margin loans and where the BofA Securities has provided its consent.
BofA Securities and Santander Bank Polska S.A. - Santander Biuro Maklerskie 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 II S.à r.l. and Tollerton Investments Limited 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 or elsewhere.
The contents of this announcement have been prepared by and are the sole responsibility of Kenbourne Invest II S.à r.l. and Tollerton Investments Limited. 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 an advertisement referred to in Article 22 of the Prospectus Regulation (Regulation (EU) 2017/1129).
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 and the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129). 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. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Any investment decision to buy Shares must be made solely on the basis of publicly available information. Such information is not the responsibility of Merrill Lynch International or Santander Bank Polska S.A. - Santander Biuro Maklerskie (the “Banks”) and has not been independently verified by any of the Banks, Kenbourne Invest II S.à r.l. or Tollerton Investments Limited.
Each of the Banks are acting for Kenbourne Invest II S.à r.l. and Tollerton Investments Limited and no one else in connection with the offering and will not be responsible to anyone other than Kenbourne Invest II S.à r.l. and Tollerton Investments Limited for providing advice or protections afforded to clients in relation to any transaction or any matters referred to this communication.
In connection with the sale of the Shares, any of the Banks and any of their affiliates may take up a portion of the Shares in the Sale as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of Play Communications S.A. or related investments in connection with the Sale or otherwise. Accordingly, references in this announcement to the Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Banks and any of their affiliates acting in such capacity. In addition any of the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and any of its affiliates may from time to time acquire, hold or dispose of Shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communications that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Bank(s). The Bank(s) reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the sellers, MiFID II requirements and in accordance with allocation policies.
None of the Banks or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Kenbourne Invest II S.à r.l., Tollerton Investments Limited, Play Communications S.A., their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.”
Legal basis: Article 17 of MAR.