Result of Placing and Posting of Circular

RNS Number : 8813P

Escape Hunt PLC

12 June 2020

 

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ESCAPE HUNT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ESCAPE HUNT PLC.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014.  Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

For immediate release

12 June 2020

ESCAPE HUNT PLC

("Escape Hunt", the "Company" or the "Group")

Result of Placing and Posting of Circular

Escape Hunt plc (AIM: ESC), a leading operator of escape rooms in the fast-growing experiential leisure sector, is pleased to announce the successful completion of the placing announced earlier today (the "Placing Announcement").

Capitalised terms used in this announcement and not defined herein shall have the meanings given to them in the Placing Announcement.

A total of £4.0 million (before expenses) has been raised (the "Fundraising"):

· £3,494,999.85 by means of the Placing of 46,599,998 Ordinary Shares at 7.5 pence per Ordinary Share

· £165,000.15 by means of a Subscription of 2,000,002 Subscription Shares by certain Directors and 200,000 Subscription Shares by others at 7.5 pence per Ordinary Share

· £340,000 through the issue of Convertible Loan Notes

The Fundraising is subject, inter alia, to Shareholder approval being obtained at the General Meeting of the Company to be convened for 1 July 2020.

The Placing was conducted by way of an accelerated bookbuild process. Zeus Capital and Shore Capital acted as joint brokers on the Placing.

As outlined in the Placing Announcement, the net proceeds of the Fundraising will be used to fund the roll-out of further owner-operated sites, for operational improvements and for general working capital purposes.

The Directors (or their associates) have, in aggregate, invested £250,000.20 in the Fundraising by means of 2,000,002 Subscription Shares and 1,333,334 Placing Shares all acquired at the Issue Price.

The Advisor Equity is 1,333,333 New Ordinary Shares and is part of the Placing Shares.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is anticipated that Admission of the New Ordinary Shares will take place at 8.00 a.m. on 2 July 2020. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. The Placing Shares and the Subscription Shares, in aggregate, will represent approximately 64 per cent. of the Company's enlarged share capital on Admission (assuming no Ordinary Shares are issued under the Open Offer).

Following Admission of the New Ordinary Shares, the Company's enlarged share capital will comprise  76,152,035 Ordinary Shares (assuming no Ordinary Shares are issued under the Open Offer), all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury.

The Placing Shares and the Subscription Shares are not subject to clawback and are not part of the Open Offer. None of the Placing, the Subscription or the Open Offer is underwritten.

Senior Leadership Team Pay Reduction Catch Up

As previously announced, each member of the senior leadership team, including Richard Harpham, the Group Chief Executive Officer, and Graham Bird, the Group Chief Financial Officer, has accepted a twenty-five per cent. pay reduction as a mitigating action in response to the impact of COVID-19 on the Company's business.

The Board intends to compensate the members of the senior leadership team for this pay reduction on completion of the Fundraising by the issue of New Ordinary Shares with a value, at the Issue Price, equal to approximately 87 per cent. of their voluntary pay reduction (the "Pay Reduction Catch Up Equity").  For, Richard Harpham and Graham Bird, this will equate to 144,444 Ordinary Shares and 101,106 Ordinary Shares respectively.

Directors' shareholdings

Details of each Director's participation (or their associates) in the Fundraising and their resultant shareholdings are set out below:

Director	Number of  Existing Ordinary Shares held	Number of New Ordinary Shares subscribed for pursuant to the Subscription or Placing	Number of New Ordinary Shares to be issued as Pay Reduction Catch Up Equity	Number of Ordinary Shares held immediately after Admission	Percentage interest in the Enlarged Share Capital ( assuming no Ordinary Shares are issued under the Open Offer )
Richard Rose	53,666	1,333,334	nil	1,387,000	1.82%
Richard Harpham	24,066	533,334	144,444	701,844	0.92%
Graham Bird	nil	1,333,334	101,106	1,434,440	1.88%
Karen Bach	9,066	133,334	nil	142,400	0.19%

Related Party Transactions

As set out above, the Directors have conditionally agreed to acquire an aggregate of 3,333,336 Subscription Shares and Placing Shares as set out above. In addition, each of (i) Canaccord Genuity Group Inc. and (ii) J O Hambro Capital Management Limited, who are each substantial shareholders in the Company as defined in the AIM Rules for Companies (and therefore related parties of the Company for the purposes of the AIM Rules for Companies) (the "Substantial Shareholder Related Parties"), have conditionally subscribed for (i) £340,000 Convertible Loan Notes and 8,800,000 Placing Shares and (ii) 4,866,668 Placing Shares, respectively. Therefore, the participation of each of these parties in the issue of the Convertible Loan Notes and Placing constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.

As there are no independent Directors, Shore Capital and Corporate, as the Company's nominated adviser, considers that the terms of each of the Substantial Shareholder Related Parties' and the Directors' participation in the Fundraising and the Executive Directors' participation in the Pay Reduction Catch Up Equity are fair and reasonable insofar as the Shareholders are concerned.

Posting of Circular

The Company intends to publish a Circular on 15 June 2020 regarding an Open Offer to raise up to £504,861.08 (before expenses) and setting out further details of the Fundraising.  It will also contain a Notice of General Meeting as the issue of the New Ordinary Shares is conditional, inter alia, on shareholder approval.  The Circular will be sent to shareholders, together with a proxy form and an application form for the Open Offer. The Circular will also be available on the Company's website at  www.escapehunt.com  

Richard Harpham, Chief Executive Officer of Escape Hunt, said:

"The strong support received from our shareholders, both existing and new, in the current challenging market is hugely welcome. I am also delighted that the Board has also committed to contribute significantly to the placing and subscription, demonstrating all of our Directors' strong belief in the growth strategy and potential of the Group. The business has made strong progress in recent years and I believe that, as a result of the actions taken, we are well placed to emerge from the COVID 19 crisis well and to resume our recent positive momentum.

Together with our existing funding arrangements, this equity fund raise significantly strengthens our balance sheet and provides us with the capital to support our growth strategy beyond COVID-19. The business acted promptly in ceasing all operations from and including 21 March 2020 and I am grateful to our customers and staff who responded to this challenging situation and the disruption it has caused with such understanding and flexibility. In addition I would like to take the opportunity, on behalf of the Board, to thank our shareholders, suppliers, banks, brokers and advisers for their strong support as we have worked together to protect the business and ensure that it emerges strongly when this crisis passes, as in due course it will."

Enquiries:

Escape Hunt plc https://www.escapehunt.com/ Richard Harpham (Chief Executive Officer) Graham Bird (Chief Financial Officer) Kam Bansil (Investor Relations)	[phone]
Shore Capital, NOMAD and Joint Broker https://www.shorecap.co.uk/ Tom Griffiths (Corporate Advisory) David Coaten (Corporate Advisory)	[phone]
Zeus Capital Limited, Joint Broker https://www.zeuscapital.co.uk/ John Goold Daniel Harris	[phone]
IFC Advisory - Financial PR  https://www.investor-focus.co.uk/ Graham Herring Tim Metcalfe Florence Chandler	[phone]

The person responsible for arranging the release of this information is Richard Harpham, CEO of the Company.

IMPORTANT NOTICE

This announcement (the "Announcement") and the information contained herein is for information purposes only and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, New Zealand, Australia, Japan, the Republic of Ireland or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Placing Restricted Jurisdictions").  The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be ordered, sold, or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and, in each case, in compliance with the securities law of any state or any other jurisdiction of the United States.  No public ordering of the New Ordinary Shares is being made in the United States.  Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Fundraising.  This Announcement does not constitute or form part of an order to sell or issue or a solicitation of an order to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Placing Restricted Jurisdictions or any other jurisdiction in which such order or solicitation would be unlawful.  This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Placing Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, the Joint Brokers or Shore Capital and Corporate or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an order of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required.  Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

This Announcement, including the Appendix, and the terms and conditions set out in the Appendix, are directed at and are only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", within the meaning of the Prospectus Regulation, (B) if in the United Kingdom, qualified investors who (i) have 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, as amended (the "Order") or (ii) fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the Order or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person").  No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so.  By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.

This Announcement must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.  As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA.  This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete.  No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Certain statements in this Announcement are forward‑looking statements which are based on the Group's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts.  These forward‑looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts.  These forward‑looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward‑looking statements.  These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward‑looking statements.  Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward‑looking statements.  Forward‑looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward‑ looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance.  Persons needing advice should consult an independent financial adviser.  No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital and Corporate, which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the matters described in this document and is not acting for any other persons in relation to the Fundraising. Shore Capital and Corporate is acting exclusively for the Company and for no one else in relation to the contents of this announcement and persons receiving this announcement should note that Shore Capital and Corporate will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate or for advising any other person on the arrangements described in this announcement. The responsibilities of Shore Capital and Corporate as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this document and/or the application form, or otherwise.

Zeus Capital and Shore Capital Stockbrokers, which are both authorised and regulated in the United Kingdom by the FCA, are acting as joint brokers to the Company in connection with the matters described in this document and are not acting for any other persons in relation to the Fundraising. Each Joint Broker is acting exclusively for the Company and for no one else in relation to the contents of this announcement and persons receiving this announcement should note that neither Joint Brokers will be responsible to anyone other than the Company for providing the protections afforded to clients of such Joint Broker or for advising any other person on the arrangements described in this announcement.

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 or on behalf of the Company (except to the extent imposed by law or regulations), the Joint Brokers or Shore Capital and Corporate or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on their behalf, the Company or any other person in connection with the Company, the Fundraising or Admission or for 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.  Each of the Joint Brokers and Shore Capital and Corporate and their affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.

The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than to trading on AIM.

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.

 

END

 

 

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