Dśğ Admission Document Perivan Financial Print (247278) THIS ADMISSION DOCUMENT IS IMPORTANT and REQUIRES YOUR IMMEDIATE ATTENTION
Total Page：16
File Type：pdf, Size：1020Kb
dŚĞ Admission Document Perivan Financial Print (247278) THIS ADMISSION DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the FSMA who specialises in advising on the acquisition of shares and other securities. This document, which is an AIM admission document and has been prepared in accordance with the AIM Rules for Companies, has been issued in connection with an application for admission to trading on AIM of the entire issued, and to be issued, share capital of the Company. This document does not constitute an offer or any part of an offer of transferrable securities to the public within the meaning of section 102B of the FSMA. Accordingly, this document does not constitute a prospectus for the purposes of section 85 of the FSMA or otherwise, and it has not been drawn up in accordance with the Prospectus Rules published by the Financial Conduct Authority and it has not been approved by or filed with the FCA or any other competent authority. The Company, whose registered office appears on page 10 and the Directors, whose names appear on page 10, accept responsibility for the information contained in this document, including individual and collective responsibility for the Company’s compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Company, the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM on 23 November 2017. AIM is a market designed primarily for emerging or smaller companies to which a higher Investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make a decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The rules of AIM are less demanding than those which apply to companies whose shares are listed on the Official List. The Ordinary Shares are not traded on any other recognised investment exchange and no application has been made for the Ordinary Shares to be listed on any other recognised investment exchange. It should be remembered that the price of securities and the income from them (if any) can go down as well as up. The whole text of this document should be read. Your attention is drawn in particular to the risk factors set out in Part III of this document. The City Pub Group plc (a company incorporated in England and Wales under the Companies Act 2006 with company number 07814568) Placing of 27,427,023 Ordinary Shares at 170 pence per share Admission to trading on AIM Nominated Adviser, Joint Bookrunner & Joint Bookrunner & Corporate Broker Corporate Broker Share capital immediately following Admission Issued and Fully Paid Number Amount Ordinary Shares of 50 pence each 56,467,333 £28,233,666.50 The New Ordinary Shares will, on issue, rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission and will otherwise rank pari passu in all other respects with the Existing Ordinary Shares. Liberum Capital Limited (“Liberum”), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as nominated adviser to the Company and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this document or any transaction or arrangement referred to herein. Liberum has not authorised the contents of any part of this document for the purposes of the FSMA. The responsibilities of Liberum as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director, Shareholder or any other person in respect of such person’s decision to acquire shares in the Company in reliance on any part of this document. Liberum is not making any representation or warranty, express or implied, as to the contents of this document or as to any matter, transaction or arrangement referred to in it. Liberum, which is a member of the London Stock Exchange and which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunners and joint brokers to the Company in connection with the Placing and is advising no one else in relation to the Placing and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Placing or otherwise. Berenberg which is a member of the London Stock Exchange and which is authorised and regulated in Germany by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the United Kingdom by the FCA, is acting exclusively for the Company as joint bookrunners and joint brokers in connection with the Placing and Admission, is advising no one else in relation to the Placing or Admission and will not be responsible to any other person for providing the protections afforded to its clients or for advising any other person in relation to the Placing, the Admission or otherwise. This document does not constitute an offer to sell or issue, or the solicitation of an offer to subscribe for or buy, securities in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for publication or distribution in or into the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the “US Securities Act”) nor under the applicable securities laws of any State thereof, or any province or territory of Canada, Australia, the Republic of South Africa, New Zealand or Japan nor in any country or territory where to do so may contravene local securities laws or regulations. Accordingly, the Ordinary Shares may not be offered or sold directly or indirectly in or into the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan or to any resident of the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan. The distribution of this document in other jurisdictions may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Admission Document. Any representation to the contrary is a criminal offence in the United States. In making any investment decision in respect of the Ordinary Shares, no information or representation should be relied upon other than as contained in this document. Neither the Company nor the Directors are providing prospective investors with any representations or warranties or any legal, financial, business, tax or other advice. Prospective investors should consult with their own advisers as needed to assist them in making their investment decision and to advise them whether they are legally permitted to purchase the Ordinary Shares. 2 IMPORTANT INFORMATION General The Company does not accept any responsibility for the appropriateness, accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media or any other person regarding the Placing, or the Company. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. As required by the AIM Rules for Companies, the Company will update the information provided in this document by means of a supplement to it if a significant new factor that may affect the evaluation by prospective investors of the Placing occurs prior to Admission or if it is noted that this document contains any mistake or substantial inaccuracy. This document and any supplement thereto will be made public in accordance with the AIM Rules for Companies. The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any purchase or proposed purchase of Ordinary Shares.