TIDMXLM
RNS Number : 6599A
Berenberg
27 March 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR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 ANNOUNCEMENT 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 AND ISRAELI VC PARTNERS
LIMITED PARTNERSHIP
Proposed secondary placing of 64,206,814 Existing Ordinary
Shares in XLMedia plc
WebPals Enterprises Limited Partnership ("WELP") and Israeli VC
Partners Limited Partnership ("Israeli VC Partners" and together
with WELP, "the Sellers") announce their intention to sell their
remaining stakes in XLMedia plc ("XLMedia" or the "Company").
The disposal will be through a placing of 64,206,814 existing
ordinary shares in the Company (the "Placing Shares") to
institutional investors by means of an accelerated bookbuild
offering (the "Placing"), which is to begin immediately. A further
announcement will be made following completion of the bookbuild and
pricing of the Placing.
The Sellers have entered into a block trade agreement with Joh.
Berenberg, Gossler & Co. KG ("Berenberg") to act as sole
bookrunner and placing agent in relation to the Placing.
The Placing Shares represent in aggregate approximately 32% of
the issued share capital of the Company and following completion of
the Placing, none of the Sellers will hold any ordinary shares of
the Company.
Ory Weihs, CEO of the Company, has an indirect economic interest
in WELP and therefore an economic interest in (but with no voting
rights attaching to) ordinary shares held by WELP. While the
Placing will therefore change Mr. Weihs' disclosed interest in the
ordinary shares of the Company, he has no control over WELP's
actions regarding its holding in the Company. Assuming all the
Placing Shares are sold, Mr. Weihs' interest will be reduced by
4,474,006 ordinary shares to 2,650,000, all of which are held
directly.
The Company is not a party to the Placing and will not receive
any proceeds from 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:
Berenberg Tel: 020 3207 7800
Chris Bowman
Mark Whitmore
Amritha Murali
Laure Fine
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"); AND (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 (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 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 (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.
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 US,
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
MSCJRMATMBJTBRR
(END) Dow Jones Newswires
March 27, 2017 11:43 ET (15:43 GMT)
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