TIDMESKN
RNS Number : 8736J
Esken Limited
26 August 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE PEOPLE'S
REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE
MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN
AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS REFERRED TO
BELOW. A COPY OF THE PROSPECTUS IS AVAILABLE ON ESKEN LIMITED'S
WEBSITE AT WWW.ESKEN.COM/INVESTORS.
26 August 2021
Esken Limited
("Esken" or the "Company")
ADMISSION OF NEW SHARES
The Company announces that, further to the announcement on 17
August 2021 regarding the results of the General Meeting, the
admission of 394,410,618 New Shares to the premium listing segment
of the Official List and to trading on London Stock Exchange's main
market for listed securities became effective at 8.00 a.m. this
morning.
As was previously announced, the Company entered into the 2021
Amendment Agreement on 27 July 2021 under which the New Facility
will become available to the Company following satisfaction of
certain conditions precedent specified therein. The Company now
announces that all conditions precedent will be satisfied today and
accordingly the New Facility will be available to the Wider Group
from today, subject to satisfaction of further customary conditions
precedent to utilisation.
Capitalised terms not otherwise defined in this announcement
have the meanings given to them in the combined circular and
prospectus published by Esken on 28 July 2021 (the " Prospectus"),
which is available on the Company's website
(www.esken.com/investors).
For further enquiries please contact:
Esken Limited
Charlie Geller, Communications Director C/O Tulchan Communications
-----------------------------
Canaccord Genuity Limited (Joint
Sponsor, Joint Bookrunner and Joint
Global Co-ordinator) +44 207 523 8000
-----------------------------
Adam James / Andrew Potts / Patrick
Dolaghan
Sam Lucas
-----------------------------
UBS AG London Branch (Joint Sponsor,
Joint Bookrunner and Joint Global
Co-ordinator) +44 207 567 8000
-----------------------------
David James / Peter Mackie
Alex Bloch / Tom Snowball
-----------------------------
Tulchan Communications +44 207 353 4200
Olivia Peters / David Allchurch esken@tulchangroup.com
-----------------------------
Important notices
This announcement has been issued by, and is the sole
responsibility of, the Company. The information contained in this
announcement is for information purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
Neither this announcement nor anything contained in it shall
form the basis of, or be relied upon in conjunction with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
acquire any Shares referred to in this announcement except on the
basis of the information contained in the Prospectus published by
the Company in connection with the Transaction.
A copy of the Prospectus is available on the Company's website
at www.esken.com/investors. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this announcement.
The Prospectus provides further details of the New Shares being
offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Shares, Open Offer Entitlements and Excess
Open Offer Entitlements have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, within the United States. There will be no
offer of the New Shares in the United States. None of the New
Shares, Open Offer Entitlements, Excess Open Offer Entitlements,
this announcement or any other document connected with the Capital
Raise has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities
commissions of any state or other jurisdiction of the United States
or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Shares, Open Offer Entitlements, or Excess Open Offer
Entitlements or the accuracy or adequacy of this announcement or
any other document connected with the Capital Raise. Any
representation to the contrary is a criminal offence in the United
States.
This announcement is for information purposes only and, subject
to certain limited exceptions, is not intended to and does not
constitute or form part of any offer or invitation to sell, allot
or issue, or any offer or invitation to purchase or subscribe for,
New Shares, or to take up any entitlements to New Shares, in any
jurisdiction or any solicitation to purchase or subscribe for, any
securities in the United States, Australia, Canada, Hong Kong,
Japan, the People's Republic of China or the Republic of South
Africa (the "Excluded Territories") or in any jurisdiction where
such offer or invitation is unlawful, nor does the fact of its
distribution form the basis of, nor can it be relied upon in
connection with, or act as any inducement to enter into, any
contract or commitment whatsoever with respect to such securities,
the Company or otherwise.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain limited exceptions, this announcement, the Prospectus and
the Application Forms should not be distributed, forwarded to or
transmitted in or into any Excluded Territory.
The New Shares may not be offered or sold in Hong Kong, by means
of any document, other than (i) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap.571, Laws of
Hong Kong) of Hong Kong (the "SFO") and any rules made under the
SFO; or (ii) in other circumstances which do not constitute an
offer to the public within the meaning of the Companies (Winding up
and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong)
of Hong Kong (the "C(WUMP)O") or an invitation to induce an offer
by the public to subscribe for or purchase any shares and which do
not result in this document being a "prospectus" as defined in the
C(WUMP)O. No advertisement, invitation or document relating to the
New Shares or this document may be issued or may be in the
possession of any person for the purpose of issue, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which
are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the C(WUMP)O and the SFO) other
than with respect to the New Shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made
under the SFO or in other circumstances which do not constitute an
offer or invitation to the public within the meaning of the
C(WUMP)O. The contents of this document have not been reviewed by
any regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the offer. If you are in any doubt about any
of the contents of this document you should obtain independent
professional advice.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Capital Raise. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Notice to all investors
Canaccord Genuity Limited ("Canaccord") is authorised and
regulated by the Financial Conduct Authority ("FCA") in the United
Kingdom. UBS AG London Branch ("UBS" and together with Canaccord,
the "Joint Bookrunners") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland, and it is
authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom.
Canaccord and UBS are each acting exclusively for the Company
and no one else in connection with the Capital Raise or any other
matter referred to in this announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Capital Raise and/or any other matter 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 the Joint Bookrunners or by any of their
respective affiliates or agents (or any of their respective
directors, officers, employees or advisers) for the contents of the
information contained in this announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of either Joint Bookrunner or
any of their respective affiliates in connection with the Company,
the New Shares or the Capital Raise and any responsibility therefor
is expressly disclaimed. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or in respect of any statements
or other information contained in this announcement and no
representation or warranty, express or implied, is made by either
Joint Bookrunner or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Prospectus and the Application Forms, and, if
given or made, such information or representations must not be
relied on as having been authorised by the Company or Canaccord and
UBS.
In connection with the Capital Raise, the Joint Bookrunners may
release communications to the market as to the extent to which the
book is "covered". A communication that a transaction is, or that
the books are, "covered" refers to the position of the order book
at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms
indicated or at all, or that if the transaction does take place,
the securities will be fully distributed by the Joint
Bookrunners.
In connection with the Capital Raise, each of their Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may take up a portion of the
shares in the Capital Raise as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related
investments in connection with the Capital Raise or otherwise.
Accordingly, references in the Prospectus to the Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Joint Bookrunners and any
of their respective affiliates acting as investors for their own
accounts. Except as required by applicable law or regulation, the
Joint Bookrunners do not propose to make any public disclosure in
relation to such transactions.
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END
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