TIDMXLM
RNS Number : 9330V
Berenberg
03 February 2017
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. FURTHER, THIS ANNOUCEMENT IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SHARES OR OTHER SECURITIES OF XLMEDIA PLC IN ANY JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
WEBPALS ENTERPRISES LIMITED PARTNERSHIP
Increase and result of secondary placing of Existing Ordinary
Shares in XLMedia plc
WebPals Enterprises Limited Partnership ("WELP" or the "Seller")
announces that further to the announcement on 2 February 2017
regarding its proposal to sell approximately 25 million ordinary
shares in XLMedia Plc ("XLMedia" or the "Company"), it has
successfully sold 40 million existing ordinary shares in XLMedia
(the "Placing Shares") at a price of 100p per share (the
"Placing").
Due to strong investor demand, WELP agreed with the bookrunner
to increase the size of the Placing to 40,000,000 shares,
representing approximately 20.0% of the Company's issued share
capital.
The Placing is expected to settle on a T+6 basis on 13 February
2017, subject to the satisfaction or waiver of certain customary
conditions. The Company is not a party to the Placing and will not
receive any proceeds from the Placing.
Joh. Berenberg, Gossler & Co KG ("Berenberg") acted as sole
global co-ordinator and bookrunner in connection with the
Placing.
Following the Placing, the Seller will continue to hold
45,040,327 ordinary shares in XLMedia, representing approximately
22.48% of the issued share capital of the Company. The Seller has
agreed with Berenberg not to sell any further ordinary shares they
hold in the capital of the Company for a period of 90 days after
completion of the Placing.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
For further information, please contact:
WELP Tel: +972 3693 1109
Zvi Barinboim
Sara Nisan
Berenberg Tel: 020 3207 7800
Chris Bowman
Mark Whitmore
Amritha Murali
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE; AND (3) IN THE UNITED STATES, TO ANY US PERSONS
(AS SUCH TERM IS DEFINED IN REGULATION S ("REGULATION S") UNDER THE
US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), TO
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT WHO ARE ALSO "QUALIFIED PURCHASERS" AS DEFINED IN
THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (ALL SUCH PERSONS
REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT
IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa, Japan or Israel
or in any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or elsewhere.
Any offers and sales of the Placing Shares to US persons (as such
term is defined in Regulation S under the Securities Act) will be
made only to persons who are "qualified institutional buyers" as
defined in Rule 144A under the Securities Act who are also
"qualified purchasers" as defined in the US Investment Company Act
of 1940, as amended.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Seller, Berenberg or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa, Japan or Israel. Any failure to
comply with this restriction may constitute a violation of United
States, Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Seller, Berenberg or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Seller and Berenberg to inform themselves about and to observe any
applicable restrictions.
Berenberg's London Branch, which is regulated by the Federal
Financial Supervisory Authority in Germany and subject to limited
supervision by the Financial Conduct Authority in the United
Kingdom, is acting only for the Seller in connection with the
Placing and will not be responsible to anyone other than the Seller
for providing the protections offered to the clients of Berenberg,
nor for providing advice in relation to the Placing or any matters
referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FUREAEAAELFXEAF
(END) Dow Jones Newswires
February 03, 2017 02:00 ET (07:00 GMT)
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