Re-Admission and First Day of Dealings
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws on the basis of information contained in the admission document (as referred to below) in connection with the Placing and the re-admission of the Company's ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the admission document are available from the Company's website at www.escapehunt.com.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Escape Hunt plc (the "Company" or "Escape Hunt")
Re-Admission and First Day of Dealings
Escape Hunt plc, a global provider of live 'escape the room' experiences (AIM: ESC), is pleased to announce that admission of its ordinary shares of 1.25 pence each ("Ordinary Shares") to trading on the AIM market of the London Stock Exchange took place and dealings commenced at 8.00am today together with the completion of the acquisition of Experiential Ventures Ltd, as announced on 13 April 2017 and approved by Shareholders yesterday.
Highlights:
· The Company has purchased the entire issued share capital of Experiential Ventures Ltd for a consideration of £12 million on a cash free debt free basis, with a normalised level of working capital (the "Acquisition").
· The consideration of the Acquisition was funded by a payment of £7.2 million cash and by the issue to the Sellers of 3,555,555 Consideration Shares.
· In order to fund the cash consideration payable pursuant to the Acquisition and associated costs and expenses, as well as working capital, the Company successfully placed a total of 10,370,370 Placing Shares at a price of 135 pence per share, with new and existing institutional investors, as well as certain Directors and Proposed Directors, to raise gross proceeds of £14.0 million (net proceeds £10.8 million after expenses). The Company also used existing cash resources to fund the Acquisition.
· The remaining cash in the business following completion of the Proposals will be used to fund the growth strategy of Escape Hunt and working capital generally.
· The appointments of the Proposed Directors, who are Richard Harpham (Chief Executive Officer), Alistair Rae (Chief Financial Officer), Adrian Jones (Non-Executive Director) and Karen Bach (Non-Executive Director), are now complete. Richard Rose remains Non-executive Chairman, whilst Hubert van den Bergh has stepped down from the board.
· The Company has changed its name to Escape Hunt plc.
· The Company has changed its TIDM from DAR to ESC.
· The Enlarged Share Capital, being the number of Ordinary Shares in issue immediately after re-admission to AIM is 20,259,258.
Commenting on the re-admission to AIM, Richard Harpham, Chief Executive Officer, said:
"We are delighted to have brought Escape Hunt to the market. This business is a global leader in "escape the room" games, a fast-growing experiential leisure sector, and is now better placed than ever before to deliver its ambitious international roll out strategy. We look forward to expanding our owner-operated network as well as working with our franchise partners around the world to further expand the franchise network and develop our bespoke adventure experiences for our customers."
Other than where defined, capitalised terms used in the announcement have the meanings given to them in the admission document published on 13 April 2017.
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Enquiries
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Escape Hunt plc Richard Harpham, Chief Executive Officer Alistair Rae, Chief Financial Officer
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Tel: +44 (0) 161 957 8888 |
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Peel Hunt - NOMAD and joint broker Adrian Trimmings George Sellar Alex Lomax
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Tel: +44 (0) 207 418 8900 |
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Stockdale Securities - Joint broker Daniel Harris El Hanan Lee
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Tel: +44 (0) 207 601 6100
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Tulchan Communications - Financial PR Susanna Voyle, Will Smith
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Tel: +44 (0) 207 353 4200 |
Important information:
Peel Hunt LLP ("Peel Hunt"), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as nominated adviser, joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any such person in connection with the Placing or Admission.
Stockdale Securities Limited ("Stockdale Securities"), which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company as joint corporate broker and joint bookrunner in connection with the Placing and Admission and is not acting for or otherwise responsible to anyone other than the Company for providing the protections afforded to customers of Stockdale Securities or for advising any such person in connection with the Placing or Admission.
Peel Hunt's responsibilities as the Company's nominated adviser under 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, any Proposed Director or to any other person in respect of his decision to acquire Placing Shares in reliance on the Admission Document or any other information.
Forward-looking statements
Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements are of a forward looking nature.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
These forward looking statements speak only as of the date of this announcement. The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.
Important information
Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.
No representation or warranty, express or implied, is made by the Company, Peel Hunt or Stockdale Securities as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by any of them, the Directors or any other person, in connection with the Placing and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). Neither Peel Hunt nor Stockdale Securities accepts any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.
This information is provided by RNS
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