NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR
IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES
WOULD BE PROHIBITED BY APPLICABLE LAW.
15 July 2024
Baltic
Classifieds Group PLC
(the
"Company")
Buy-back
of 4.2 million shares in the Company from Antler EquityCo S.à r.l.
and sale of approximately 59 million shares in the Company by
Antler EquityCo S.à r.l. through a secondary placing
Antler EquityCo S.à r.l.
("Antler"), which is
controlled by funds advised by Apax Partners
LLP ("Apax"), has
announced that it has sold approximately 63 million ordinary shares
in the capital of the Company, representing approximately 13% of
the Company's issued ordinary share capital, at a price of 247
pence per share (the "Placing
Price") raising gross sale proceeds of
approximately £156 million. This represents a full exit by
Antler of its position in the Company.
The sale comprises approximately 59
million ordinary shares of the Company sold by Antler to
institutional investors raising gross proceeds of approximately
£146 million (the "Placing") and 4.2 million ordinary
shares of the Company sold by Antler to the Company raising gross
sale proceeds of approximately £10 million (the "Off-Market Purchase"). The Placing was
upsized by approximately 100% from the original Placing size of 30
million ordinary shares (as announced on 12 July 2024).
The Off-Market Purchase was
conducted at the Placing Price pursuant to a contract (the
"Buyback Contract") between
Antler and the Company, which was approved by the shareholders of
the Company at its Annual General Meeting on 27 September
2023.
BofA Securities Europe SA
("BofA Securities") acted
as sole Global Coordinator in connection with the Placing.
Settlement of the Placing and the Off-Market Purchase is expected
to take place on 17 July 2024.
The Company is not a party to the
Placing and will not receive any proceeds from the Placing. Antler
has announced that following its exit, it will not be subject to
the lock-up obligation announced on 12 July 2024.
Antler is a related party of the
Company for the purposes of the Listing Rules. The Off-Market
Purchase by the Company from Antler constitutes a smaller related
party transaction falling within LR 11.1.10R(1) and this
announcement is therefore made in accordance with LR11.1.10R(2)(c).
A sponsor's written confirmation has been obtained by the Company
from BofA Securities, pursuant to LR 11.1.10R(2)(b) in its capacity
as the Company's sponsor, stating that the terms of the Off-Market
Purchase are fair and reasonable as far as the Company's
shareholders are concerned.
Enquiries
Baltic Classifieds Group
PLC
Company Secretary:
E-mail: cosec@balticclassifieds.com
The person responsible for the
release of this announcement on behalf of the Company is Egle
Sadauskiene (Company Secretary).
Baltic Classifieds Group PLC LEI:
213800I1RPHCFSSQS969