Tarsus Group PLC Results of Placing (8491A)

TIDMTRS

RNS Number : 8491A

Tarsus Group PLC

14 September 2018

14 September 2018

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN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

Tarsus Group plc

Results of Placing

Tarsus Group plc ("Tarsus, the "Company" or the "Group") is pleased to confirm that, pursuant to the announcement earlier today, 8,888,889 new ordinary shares of 5 pence each in the capital of Tarsus (the "Placing Shares") have been placed by Deutsche Bank AG, London Branch ("Deutsche Bank") and Peel Hunt LLP ("Peel Hunt") at a price of 270 pence per Placing Share with existing and new institutional investors, raising gross proceeds of approximately GBP24.0 million (the "Placing").

Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 18 September 2018 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 5 pence each in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after Admission, including the interim dividend of 3.3 pence per Ordinary Share announced on 26 July 2018 and payable on 11 January 2019. The Placing Shares represent approximately 7.8 per cent. of the issued ordinary share capital of the Company prior to the Placing. The Placing Price of 270 pence per share represents a discount of 5.3 per cent to the middle market price at the time that the Company and the Joint Bookrunners agreed the Placing Price.

Following Admission, the total number of ordinary shares in issue will be 122,437,449 with each share carrying the right to one vote. The total number of voting rights in the Company is therefore 122,437,449. There are no shares held in treasury. The above figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Tarsus Group plc, under the FCA's Disclosure Guidance and Transparency Rules.

For further information contact:

 
 Tarsus Group plc 
 Douglas Emslie, Group Managing Director            [phone] 
 Dan O'Brien, Group Finance Director                [phone] 
 
 Deutsche Bank (Joint Bookrunner and Joint 
  Broker) 
 Simon Hollingsworth / Mark Hankinson / 
  Ashish Jhajharia / Harry Sanders                  [phone] 
 
 Peel Hunt LLP (Joint Bookrunner and Joint 
  Broker) 
 Edward Knight / Nick Prowting / Rory James-Duff 
  / Sohail Akbar                                    [phone] 
 
 IR Focus 
 Neville Harris, Investor Relations                 [phone] 
 
 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). The person responsible for making this announcement on behalf of the Company is Simon Smith, Company Secretary.

Notes to Editors

Tarsus Group plc. (LSE:TRS) is an international business-to-business media group with interests in exhibitions, publishing and online media. The Group operates globally in the US and Americas, China, Southeast Asia, the Middle East and North Africa, Turkey and Europe, in key verticals including aviation, medical, labels and packaging, discount clothing (Off-Price), travel, housewares and automotive.

Tarsus runs more than 150 events and its flagship brands include the Labelexpo Global Series in Europe, the Americas and Asia and the Dubai Airshow.

The Group operates across a worldwide network of offices in Dublin, London, Jakarta, Milwaukee, Atlanta, Boca Raton (Florida), Dubai, Shanghai and Istanbul.

For more information visit www.tarsus.com.

IMPORTANT NOTICES

This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, as amended ("US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and will be offered only in "offshore transactions" as defined in and pursuant to regulations under the US Securities Act, and in the United States only to QIBs in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and in compliance with any securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This announcement may contain "forward-looking statements" with respect to certain of Tarsus' plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of Tarsus, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Tarsus and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on Tarsus' profitability and ability to access capital and credit, a decline in Tarsus' credit ratings, the effect of operational risks and the loss of key personnel. As a result, the actual future financial condition, performance and results of Tarsus may differ materially from the plans, goals and expectations set out in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of Tarsus speak only as at the date on which they are made. Except as required by applicable law or regulation, Tarsus expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in Tarsus' expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Placing and the matters referred to in this Announcement, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any transaction or arrangement referred to in this Announcement.

Deutsche Bank is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA are available on request or from www.db.com/en/content/eu_disclosures.html. Deutsche Bank is acting exclusively for the Company and no one else in connection with the Placing, and Deutsche Bank will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 Deutsche Bank and Peel Hunt or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or 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.

Neither the content of Tarsus' website (or any other website) nor the content of any website accessible from hyperlinks on Tarsus' website (or any other website) is incorporated into or forms part of this announcement.

Deutsche Bank and Peel Hunt are acting as joint bookrunners in respect of the Placing.

This announcement, and the information in it, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such publication, release or distribution would be unlawful. This announcement has not been examined or approved by the FCA or the London Stock Exchange, nor is it intended that it will be so examined or approved.

This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act and will be offered only in "offshore transactions" as defined in and pursuant to regulations under the US Securities Act. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's ordinary shares may decline and investors could lose all or part of their investment; the Company's ordinary shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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September 14, 2018 07:06 ET (11:06 GMT)