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Tuesday 29 September, 2020

Guild Esports PLC

Prospectus Publication and Placing Results

RNS Number : 4677A
Guild Esports PLC
29 September 2020
 

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into Australia, Canada, Japan, the Republic of South Africa or the United States.

Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus dated 29 September 2020 (the "Prospectus") published by Guild Esports plc, in connection with the proposed admission of its ordinary shares of £0.001 each ("Ordinary Shares") to the Official List of the UK Listing Authority by way of a Standard Listing under Chapter 14 of the Listing Rules and to trading on the Main Market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus is available for inspection on the Company's website at www.guildesports.com/static/prospectus.pdf .


For immediate release

29 September 2020

 

Guild Esports PLC

("Guild Esports" or the "Company")

 

Publication of Prospectus & Results of Placing

 

Guild Esports is pleased to announce today the publication of its Prospectus dated 29 September 2020 and its successful and significantly oversubscribed placing of 250,000,000 Ordinary Shares at a price per Ordinary Share of £0.08, raising gross proceeds of £20 million.

The Prospectus relates to the admission of the Ordinary Shares to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange.

Availability of the Prospectus

The Prospectus has been approved by the UK Listing Authority and will shortly be available for inspection at    www.data.fca.org.uk/#/nsm/nationalstoragemechanism .

Copies of the Prospectus are available on the Company's website at  www.guildesports.com/static/prospectus.pdf , subject to applicable securities law, and free of charge during normal business hours at the registered office of the Company at Room 4, 1st Floor 50 Jermyn Street, London.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document

29 September 2020

Announcement confirming results of Placing

29 September 2020

Admission and commencement of unconditional dealings in Ordinary Shares

2 October 2020

Crediting of Ordinary Shares to be held in uncertificated form to CREST accounts

2 October 2020

Despatch of definitive share certificates for Ordinary Shares in certificated form by no later than

16 October 2020

All references to time are to London time unless otherwise stated.

 

PLACING STATISTICS

Number of Existing Ordinary Shares

264,617,362

Placing Price

£0.08

Number of Placing Shares

250,000,000

Enlarged Share Capital in issue following the issue of the Placing Shares and Admission

514,617,362

Percentage of Enlarged Share Capital represented by Placing Shares

48.58%

Gross proceeds of the Placing

£20,000,000

Proceeds of the Placing receivable by the Company (after deduction of transaction costs)

£18,750,000

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

Guild Esports


Carleton Curtis

Executive Chairman

Kal Hourd

Chief Executive

Neil Thapar

Investor Relations

via Tancredi +44 207 887 7633

 

 

 

 

 

+44 7876 455 323

Mirabaud


Joint Bookrunners and Corporate Broker

Peter Krens

 

+44 203 167 7221

Zeus Capital


Joint Bookrunners and Corporate Broker

John Goold

 

Benjamin Robertson 

 

 

+44 203 829 5000

Tancredi Intelligent Communication

Media Relations


Salamander Davoudi

[email protected]

Emma Valgimigli

[email protected]

Helen Humphrey

[email protected]

 

 

+44 7957 549 906

 

+44 7727 180 873

 

+44 7449 226 720

 

 

 

 

The Company's LEI is: 213800IE96YMHXDJ7H92 

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements which reflect the Company's or, as appropriate, the Directors' current views, interpretations, beliefs or expectations with respect to the Company's financial performance, business strategy and plans and objectives of management for future operations.  These statements include forward-looking statements both with respect to the Company and the sector and industry in which the Company proposes to operate.  Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue", "estimate", "future", "opportunity", "potential" or, in each case, their negatives, and similar statements of a future or forward-looking nature identify forward-looking statements.

All forward-looking statements address matters that involve risks and uncertainties because they relate to events that may or may not occur in the future.  Forward-looking statements are not guarantees of future performance.  Accordingly, there are or will be important factors that could cause the Company's actual results, prospects and performance to differ materially from those indicated in these statements.  In addition, even if the Company's actual results, prospects and performance are consistent with the forward-looking statements contained in this document, those results may not be indicative of results in subsequent periods

These forward-looking statements speak only as of the date of this document.  Subject to any obligations under the Prospectus Rules, the Market Abuse Regulation, the Listing Rules and the Disclosure and Transparency Rules and except as required by the FCA, the London Stock Exchange, the City Code or applicable law and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.  All subsequent written and oral forward-looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph. 


Important Information

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.

Neither this announcement or any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in whole or in part in the United States. Neither this announcement nor any copy of it may be made or transmitted, directly or indirectly, in whole or in part into Australia, Canada, Japan, or the Republic of South Africa 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 Australian, Canadian, Japanese, South African or United States securities laws. 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 and the Prospectus do not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Mirabaud or Zeus Capital. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (Securities Act), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, and this document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to as for the account of any national, resident or citizen of the United States or any person resident in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa.  The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act.  Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-US branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available.  The Company does not currently plan to register the Ordinary Shares under the Securities Act.  The distribution of this document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.


This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company today in connection with the proposed admission of its Ordinary Shares to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. The Ordinary Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.

Mirabaud Securities Ltd (trading as Mirabaud) and Zeus Capital, which are authorised and regulated by the Financial Conduct Authority, are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Mirabaud and Zeus Capital or advice to any other person in relation to the matters contained herein.

 

 

- ANNOUNCEMENT ENDS -

 

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