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NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR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 GBP0.001 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 GBP0.08, raising gross proceeds of
GBP20 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 2 October 2020
dealings in Ordinary Shares
Crediting of Ordinary Shares to be held 2 October 2020
in uncertificated form to CREST accounts
Despatch of definitive share certificates 16 October 2020
for Ordinary Shares in certificated form
by no later than
All references to time are to London time unless otherwise
stated.
PLACING STATISTICS
Number of Existing Ordinary Shares 264,617,362
Placing Price GBP0.08
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 GBP20,000,000
Proceeds of the Placing receivable by GBP18,750,000
the Company (after deduction of transaction
costs)
FOR FURTHER INFORMATION, PLEASE CONTACT:
Guild Esports
Carleton Curtis via Tancredi +44 207 887 7633
Executive Chairman
Kal Hourd
Chief Executive
Neil Thapar
Investor Relations
+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
salamander@tancredigroup.com +44 7957 549 906
Emma Valgimigli
emma@tancredigroup.com +44 7727 180 873
Helen Humphrey
helen@tancredigroup.com +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 -
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 rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PDIEAFNNALXEEFA
(END) Dow Jones Newswires
September 29, 2020 07:50 ET (11:50 GMT)
