3 Dec 2014 16:40
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED PLACING OF UP TO 8,266,290 EXISTING ORDINARY SHARES IN MERLIN ENTERTAINMENTS PLC ("MERLIN" OR "COMPANY")
Certain Merlin persons discharging managerial responsibilities ("PDMRs"), other employees and their related interests (the "Sellers") have today indicated their intention to sell up to 8,266,290 ordinary shares in Merlin (the "Placing Shares"). Nick Varney (Chief Executive Officer) is not participating in the Placing. Post Placing all PDMRs are expected to retain at least 75% of the shares that they held pre Placing. The Placing Shares represent approximately 0.8% of the Company's issued share capital. Merlin will not receive any proceeds from the sale.
The Placing Shares are proposed to be offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Barclays Bank PLC, acting through its investment bank ("Barclays") and Citigroup Global Markets Limited ("Citigroup") are acting as joint bookrunners on the transaction.
The Placing Shares, in all respects, rank pari passu with the Company's ordinary shares.
The final number of Placing Shares to be placed will be agreed at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Barclays and Citigroup.
Immediately prior to the launch of the Placing, Merlin's PDMRs, employees and their related interests were interested, in aggregate, in 42,116,598 ordinary shares in the capital of the Company, representing approximately 4.2% of the Company's issued share capital.
Enquiries:
Barclays +44 (0)20 7623 2323
Chris Madderson
Citigroup +44 (0)20 7986 0015
Ronan Veale
THIS MESSAGE and the information contained herein is for information purposes only and DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES AND 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), Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, South African or Japanese securities laws.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. The distribution of this announcement and the offering or sale of the SEcurities in certain jurisdictions may be restricted by law. No action has been taken by the sellers or any of the Bookrunners or any of their respective affiliates that would, or which is intended to, permit a public offer of the Securities in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the sellers or any of the Bookrunners to inform themselves about and to observe any applicable restrictions.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SHARES SOLD BY THE INVESTORS REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A CONSEQUENCE, THE SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
No prospectus or offering document has been or will be prepared in connection with the Offer. Any investment decision to buy securities in the Offer 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 any of the sellers or the Bookrunners or any of their respective affiliates.
BARCLAYS AND citigroup ARE AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND PRUDENTIAL REGULATORY AUTHORITY, ARE ACTING FOR THE BOOKRUNNERS ONLY IN CONNECTION WITH THE OFFER AND WILL NOT will not be responsible to anyone other than the sellers for providing the protections offered to the respective clients of Barclays or citigroup, nor for providing advice in relation to the Placing or any matters referred to in this announcement.