NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement (the "Announcement") is an advertisement for the purposes of the UK Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus. This Announcement does not constitute and shall not be deemed to constitute, or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, or otherwise deal in, any shares in Ten Entertainment Group plc (the "Company") or securities in any other entity, in any jurisdiction, including in or into the United States, Australia, Canada or Japan nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. Securities of the Company, including any offering of its shares, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. The intended offering of securities described in this Announcement has not been and will not be registered under U.S. securities laws, and accordingly, any intended offer or sale of those securities may be made only in a transaction exempt from registration.
This Announcement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of a prospectus intended to be published on  April 2017 by the Company (the "Prospectus") and any supplement thereto in connection with the admission of the ordinary shares of the Company to the premium segment of the Official List of the FCA and to trading on London Stock Exchange plc's main market for listed securities ("Admission").
12 April 2017
Ten Entertainment Group plc
Publication of Prospectus
Further to the announcement that Ten Entertainment Group plc published earlier today in connection with its initial public offering (the "Offer"), Ten Entertainment Group plc is pleased to announce that the Prospectus has been approved by the FCA.
The Prospectus relates to the admission of the Company's ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange.
Copies of the Prospectus will be available at the Company's registered office at Aragon House, University Way, Cranfield Technology Park, Cranfield, Bedford, MK43 0EQ and will also be available on the website of the Company at www.tegplc.co.uk, subject to applicable securities laws.
A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Ten Entertainment Group plc
Nick Basing, Non-Executive Chairman
Alan Hand, Chief Executive Officer
Mark Willis, Chief Financial Officer
Graham Blackwell, Chief Commercial Officer
via Instinctif Partners
020 7260 1000
020 7457 2020
DISCLAIMER / FORWARD-LOOKING STATEMENTS
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND ANY COPY OF IT MAY ONLY BE MADE OR DISTRIBUTED TO NON-U.S. PERSONS IN CONNECTION WITH "OFFSHORE TRANSACTIONS" AS SUCH TERMS ARE DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") ("REGULATION S") OR WITHIN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT ("RULE 144A"), WHO ARE ALSO, IN EACH CASE, "QUALIFIED PURCHASERS" ("QPs"), AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND ANY COPY OF IT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO BUY OR SUBSCRIBE FOR, THE SECURITIES REFERRED TO HEREIN TO ANY PERSON IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED (I) TO QIBS WHO ARE ALSO, IN EACH CASE, "QUALIFIED PURCHASERS," FOR PURPOSES OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED THEREUNDER, IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT PROVIDED BY RULE 144A OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (II) OUTSIDE OF THE UNITED STATES IN RELIANCE UPON REGULATION S UNDER THE US SECURITIES ACT TO NON-US PERSONS IN OFFSHORE TRANSACTIONS.
This announcement does not contain or constitute and shall not be deemed to constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase, subscribe for, or otherwise deal in any securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities.
This announcement also does not contain or constitute and shall not be deemed to contain or constitute an offer of, or solicitation of an offer to buy or subscribe for the securities referred to herein to any person in any jurisdiction, including the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, or Japan or in any jurisdiction to whom or in which such offer, solicitation or dealing is unlawful.
This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), amendments thereto any implementing measure in each relevant member of the EEA ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high net worth entities falling within article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom it may otherwise lawfully be communicated (as such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Nothing in this announcement constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
This announcement contains 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 "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. The forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. The forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
Numis has been appointed as sole sponsor, financial adviser and bookrunner to the Company. Each of the Company and Numis and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether it is a result of new information, future developments or otherwise.
Any purchase of securities on Admission should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. This announcement has not been approved by any competent regulatory authority.
The Admission timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission. The value of securities can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offer for the person concerned. Past performance cannot be relied upon as a guide to future performance.
Numis is authorised and regulated by the FCA in the UK and is acting exclusively for the Company and no one else in connection with the Offer and Admission. It will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement, the Offer and Admission or any transaction, arrangement, or other matter referred to herein.
Neither the Company, Numis nor any of their respective directors, officers, employees, agents or any other persons acting on their behalves, make or give any undertakings, representations or warranties or other assurances, express or implied, with respect to the completeness, accuracy, fairness or verification of the information or opinions contained in this announcement or (or whether any information has been omitted from the announcement). No such persons accept any responsibility or liability whatsoever for the contents of this announcement or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Offer Shares, the Offer or Admission and accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort or contract or otherwise which they (or any of them) might otherwise have in respect of this announcement or any such statement.