TIDMCBOX
RNS Number : 3966Y
Shore Capital Stockbrokers Ltd
09 September 2020
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION.
RESULTS OF PLACING OF 3.75 MILLION ORDINARY SHARES IN Cake Box
Holdings PLC (THE "COMPANY" OR "Cake Box") BY SUKH CHAMDAL, CEO OF
CAKE BOX (THE "SELLER")
9 September 2020
Further to yesterday's announcement, Sukh Chamdal, Chief
Executive Officer of Cake Box ("the Seller") announces that,
subject to completion, he has sold 3.75 million ordinary shares
(the "Placing Shares") in Cake Box at a price of 170 pence per
share (the "Placing"), raising aggregate gross proceeds for the
Seller of approximately GBP6.38 million.
The Placing was conducted through an accelerated bookbuild.
Shore Capital Stockbrokers Limited ("Shore") acted as sole
bookrunner (the "Sole Bookrunner") for the Seller in connection
with the Placing.
Following completion of the Placing, the Seller will hold 12.79
million ordinary shares in the Company, representing approximately
31.97% of the Company's issued share capital(*) (the "Retained
Shares"). The Retained Shares will be subject to a lock-up which
ends six months after completion of the Placing (unless consent is
granted by the Sole Bookrunner).
The trade date for the Placing will be on 9 September 2020 and
settlement is expected to occur on a T+2 basis on 11 September
2020, subject to the satisfaction or waiver of certain customary
conditions.
Allocations in the Placing will be confirmed to placees later
today.
*Mr Chamdal's holding includes 8,044,473 ordinary shares held by
his spouse Santosh Chamdal
Contacts / Enquiries
Shore Capital
Stephane Auton/ Patrick Castle/ Sarah Mather/ Fiona Conroy +44
(0) 20 7408 4090
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 ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF REGULATION
(EU) 2017/1129; AND (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS 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
AMED) (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 (ALL SUCH PERSONS REFERRED TO
IN (1) AND (2) 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 of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or jurisdiction of
the United States, and, absent registration, may not be offered or
sold in the United States 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. No public offering of the
Placing Shares is being made in the United States.
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 or by Shore 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 or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
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, Shore 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 Shore to inform themselves about and to observe any
applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in the announcement or on its completeness
and this announcement should not be considered a recommendation by
Shore in relation to any purchase of, or subscription for
securities of Cake Box.
Shore, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting only for the
Seller and no-one else in connection with the Placing. It will not
regard any other person as its client in relation to the Placing
and will not be responsible to anyone other than the Seller for
providing the protections offered to its clients nor for providing
advice in relation to the Placing or any matters referred to in
this announcement.
Shore and its affiliates acting as an investor for their own
account may participate in the Placing on a proprietary basis and
in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition, they may enter into financing
arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares.
Shore does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
None of Shore or any of its directors, unlimited partners,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
information relating to Cake Box or its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
Neither the Seller nor any of its directors, managers, partners,
affiliates, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any information relating to Cake Box or its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
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END
IOESSFFWAESSELU
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September 09, 2020 02:00 ET (06:00 GMT)
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