RNS Number : 3387C
Ten Entertainment Group PLC
12 April 2017
 

 

NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER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 12 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

 

Pricing of Initial Public Offering

 

Offer to raise gross proceeds of £26.8m at 165 pence per Share

 

and

 

Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange

 

 

Ten Entertainment Group plc, the UK's second largest ten-pin bowling operator with 40 sites, (the "Company" or "TEG") announces the successful pricing of its initial public offering and the placing of 16,250,000 Shares (the "Offer" and the "Offer Shares") at a price of 165 pence per Share (the "Offer Price"), with its entire issued share capital of 65,000,000 Shares to be admitted 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.

 

Conditional dealings are expected to commence at 8.00 am on 13 April 2017 under the ticker TEG.

 

 

Key Highlights

 

·      The Offer Price has been set at 165 pence per Offer Share, which will equate to a market capitalisation of £107.25 million on commencement of conditional dealings.

 

·      The Offer comprises 16,250,000 Shares, representing 25.0% of the Company's issued share capital on Admission.

 

·      The Offer is expected to raise gross proceeds of £26.8 million for the Selling Shareholders.

 

·      Immediately following Admission:

 

Harwood Shareholders will hold approximately 69.4% of the Company's issued ordinary share capital; and

 

Directors of the Company will hold approximately 5.6% of the Company's issued ordinary share capital

 

·      The Selling Shareholders (including the Directors) have committed to lock-up arrangements for 12 months with a further 6 month orderly market period.

  

·      Admission to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities, and the commencement of unconditional dealings, are expected to take place at 8.00 am on 19 April 2017.

 

·      Numis Securities Limited ("Numis") is acting as sole sponsor, financial adviser and bookrunner.

 

·      Following completion of the Offer the Company expects to be eligible for inclusion in the FTSE UK Index Series.

 

Full details of the Offer will be included in the Prospectus, which is expected to be published later today and to be available on the Company's website shortly thereafter.

 

 

Nick Basing, Non-Executive Chairman, said:

 

"Today represents a springboard for the Company to take advantage of the opportunities ahead. I would like to welcome our new shareholders who recognise our leading and differentiated proposition and the strength of our business model."

 

 

Alan Hand, Chief Executive Officer, said:

 

"Our family focused offering provides great value entertainment in great locations, delivered with exceptional customer service. TEG's experienced management and highly cash generative operating model together with a clearly defined growth strategy will enable us to deliver sustainable and growing returns for shareholders. We look forward to the future with real confidence."

 

 

For further information, please contact

 

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

Numis

Oliver Cardigan

Michael Burke

Hugo Rubinstein

 

020 7260 1000

Instinctif Partners

Matthew Smallwood

Guy Scarborough

020 7457 2020

 

Expected timetable

 

Time and Date

Commencement of conditional dealings in Shares

8.00 a.m. on 13 April 2017

Admission and commencement of unconditional dealings in Shares on the London Stock Exchange

8.00 a.m. on 19 April 2017

CREST accounts credited with uncertificated Shares

8.00 a.m. on 19 April 2017

 

Notes:

(a) The times and dates in the table above except the date of publication of this Prospectus, are indicative only and are subject to change.

(b) No temporary documents of title will be issued

 

 

Notes to Editors

 

Except where the context otherwise requires, defined terms used in these notes to editors and this announcement have the meanings given to such terms in the Prospectus to be published by the Company and dated 12 April 2017. Shortly following its publication, the Prospectus will (subject to certain access restrictions) be available online at www.tegplc.co.uk.

 

 

 

GROUP OVERVIEW

 

The Company is a ten-pin bowling operator with 40 Sites located throughout the UK all trading under the 'Tenpin' brand. The Group is the second largest bowling operator in the UK market with a total of approximately 1,000 bowling lanes across its Sites and a variety of other entertainment products offering a broader family entertainment offering.

 

The Sites are principally located on mixed use retail / leisure parks alongside family leisure brands, including cinemas and casual dining restaurants. In addition to the core bowling offering, they include amusement machines, table-tennis, soft play, laser games, pool tables and food and beverage services to provide a broader entertainment experience to customers. Bowling is the principal revenue stream (FY2016: 46%), followed by amusement machines and entertainment activities (FY2016: 27%) and food and beverage (FY2016: 9% and 18% respectively).

 

The Directors believe that the focus on broadening the entertainment offering is one of the reasons why the Group has outperformed the wider market and has increased its market share. The Directors believe that a broader family entertainment offering makes the Group more appealing to a wider customer base and encourages customers to spend more time and money at the Sites. Other key factors include site refurbishments, improved booking processes (including simpler online booking) and pricing strategies that deliver value for money and maximise footfall.

 

The Group employs approximately 1,100 people, 725 of which are full time equivalents, across its 40 Sites and the Support Centre. The Board and executive management has an extensive knowledge of the UK ten-pin bowling market with a combined total of approximately 40 years' experience in the industry as well as experience in the wider leisure sector.

 

The Directors believe that there are six key factors which set the Group apart from the wider ten-pin bowling market and its key competitors:

 

·     Operating formula: Family focused customer proposition underpinned by a broader family entertainment offering;

 

·      Enhanced technology: Fully integrated technology platform, pricing strategy and yield management;

 

·      Estate management: A clear focus on return on investment for site refurbishments and site acquisitions;

 

·     Strong and consistent financial performance during the Historical Period and a highly cash generative business model supporting further investment and a sustainable dividend;

 

·      Engagement and people: Putting customers and staff at the heart of everything; and

 

·      An experienced leadership team: With approximately forty years' experience in the bowling industry.

 

 

KEY STRENGTHS

 

The Directors believe that the Group has the following key strengths:

 

1.   Family focused customer proposition underpinned by a broader entertainment offering

The Group's ten-pin bowling offering is complemented by additional entertainment activities that are family focused and enhance and expand the customer experience, extend dwell times (meaning time spent by a customer in a Site) and drive additional revenue. The Company's directors believe that the focus on broadening the entertainment offering is one of the reasons why the Group has outperformed the wider market and has increased its market share.

 

 

2.   Technology and operating platform

The Directors believe that the Group's fully integrated technology platform is a key point of difference to its competitors as it facilitates the integration of newly acquired sites into the Group structure and the Group's management reporting framework. The platform contributes consistency of service, yield management and the monitoring of key performance indicators.

 

 

3.   Estate management

(a) Site optimisations

 

Significant investment has been made in the Group's estate and refurbishment capital had been invested at 23 of the Group's 29 core sites (being those sites owned for the entirety of the Historical Period) at an average refurbishment cost of approximately £140k per existing Site have delivered an average return on investment of 48.6%. The programme has improved the look and feel of the estate and has brought consistency with the improved external fascia branding. The refurbishments have increased the focus on the presentation of ancillary offerings as well as initiatives targeted at yield optimisation and increasing spend per head. Alongside investment in technology, other initiatives such as increased lane-side seating have been rolled-out improving the customer experience and lane utilisation.

 

(b) Site acquisitions and integration

 

The Group has acquired 11 Sites since 31 October 2014 at a total cost of approximately £17.5 million. The average site EBITDA multiple paid for the acquisition of new Sites is approximately five times and the average refurbishment costs for acquired Sites has been £263,000. The Group has achieved an average return on investment1 of 27% on these acquisitions and its newly acquired Sites typically achieve run rate performance (being the performance expected of a Site following its integration into the Group) in 12 to 18 months following acquisition.

 

The Group has a proven track record of integrating acquisitions into the business through its 'Tenpinisation' strategy. This provides the tools and methods to allow the Group to undertake a rapid re-development of acquired sites, bringing the look and feel of the new operations, as well as the systems and technology, up to the standards of the existing estate.

 

[1] 'Return on investment' defined as site EBITDA over the 12 months following acquisition divided by total acquisitions costs (including 'Tenpinisation' capex and fees)

 

 

4.   Strong financial track record delivering profit growth and sustainable cash flow

Group revenue has increased from £46.8 million for the financial year ending 28 December 2014 to £67.3 million in FY2016 while EBITDA adjusted for exceptional items grew from £5.7 million to £17.6 million. and Operating Free Cash Flow grew from £4.2 million to £14.0 million over the same period. FCF Conversion for FY2016 was 79.5%.

 

Key financials

FY2014

FY2015

FY2016**

Revenue (£m)

46.8

53.0

67.3

Like for Like revenue growth

6.6%

9.8%

2.8%

Adjusted EBITDA (£m)

5.7

10.2

17.6

Adjusted EBITDA margin

12.2%

19.2%

26.2%

Operating Free Cash Flow (£m)1

4.2

8.5

14.0

Operating cash conversion

73.7%

84.2%

79.5%

 

 

 

 

Operational KPIs

 

 

 

Average spend per head (£)*

13.28

13.59

14.15

Average bowling spend per head (£)*

5.97

6.13

6.42

Labour costs as a percentage of revenue

28.7%

26.7%

23.2%

Rent as a percentage of revenue

19.7%

18.5%

16.8%

 

* This relates to 29 Sites which have been open and operational throughout the 3 financial years ended on 1 January 2017

** FY2016 numbers include a 53rd trading week, however, Like for Like numbers have been calculated on a 52 week basis

 

1Operating Free Cash Flow is defined as EBITDA excluding exceptional items plus change in working capital and less maintenance capex and finance lease payments relating to Namco amusement machines. Cash conversion calculated as Operating Free Cash Flow expressed as a percentage of EBITDA

 

 

5.   Putting customers and staff at the heart of everything

The Group recognises the importance of both its customers and staff to its business. The Directors believe that building a positive environment for its employees has a direct and beneficial impact on customer service. The Group has held the Investors in People Gold Standard since August 2014 and has applied for accreditation for Great Place to Work®.

 

 

CURRENT TRADING

 

Total sales for the first 12 weeks of FY2017 were 9.1% higher than for the same period in the previous year. Like for Like sales were 5.7% higher against the same period in FY2016 which also included Easter, typically a period of strong trading for the Group. There are a number of strategic initiatives underway which the Directors believe will continue to drive sales growth through FY2017 which include the run rate benefits from refurbishments and acquisitions, the more embedded CRM system delivering better marketing conversion, additional refurbishments of the core estate and further site acquisitions in accordance with the Group's strategy (two of which have already been completed and have commenced trading under the Tenpin brand).

 

 

DIVIDEND POLICY

 

The Board intends to distribute approximately 60% of its adjusted profits after tax to shareholders through dividends. The policy will allow the Group to retain sufficient capital to fund on-going operating requirements and to invest in the Group's long term growth.

 

Dividends are expected to be paid in an approximate one-third (interim dividend) and two thirds (final dividend) ratio. The Board expects the Company's first dividend as a listed business to be the interim dividend for the year ended 31 December 2017, to be paid on a pro-rated basis for the proportion of the financial year that the Group is admitted to trading on the main market of the London Stock Exchange.

 

 

BOARD OF DIRECTORS

 

Alan Hand - Chief Executive Officer

 

Alan has 29 years' experience in the leisure and restaurant sectors which include Paramount, The Restaurant Group and My Kinda Town. Alan has board level experience in operational roles at Paramount and the Group and was appointed Managing Director of the Group on September 2015 following 5 years of being the Operations Director of the Group's bowling operations. Alan has over 7 years' experience working directly in the bowling industry.

 

Mark Willis - Chief Financial Officer

 

Mark began his career in industry, training with the Chartered Institute of Management Accountants. He held a variety of roles at Lloyds-TSB, Mercedes-Benz, Tesco and Home Retail Group before joining the Group as Chief Financial Officer in February 2017. Prior to joining the Group, Mark was Finance Director for Argos and during his time at Home Retail Group Mark held roles as Director of Group Finance and Director of Investor Relations..

 

Graham Blackwell - Chief Commercial Officer

 

Graham has over 26 years' experience in the bowling industry following his roles at Granada, Allied, Georgica and Essenden. He was appointed to his current position as Chief Commercial Officer of the Group in 2013 following his 9 year period as Operations Director of the Group's bowling business. Graham is also a member of the Executive Committee of the UK Bowling Industry Association.

 

Nick Basing - Non-Executive Chairman

 

Nick is a highly experienced industry figure with a successful track record of over 30 years of operational experience in the leisure industry. Nick was responsible for the operational turnaround and subsequent growth, both organically and via acquisition, beginning with Paramount plc and subsequently Paramount Holdings ('Paramount') including Chez Gerard, Bertorelli and Caffe Uno, where he was Chief Executive Officer for over 6 years. Nick has broad experience in the consumer leisure sector. Prior to Paramount he held a number of senior management positions with leading companies such as Rank, First Leisure, Unilever and Granada. During this time he gained experience of a wide range of leading consumer brands in a multi-site context including Hard Rock Café, Odeon, Universal Studios and Goodwood. Nick was awarded UK Retailers' Retailer of the Year in 2006. He was appointed to the board of Essenden as chief executive officer on 18th August 2009 and to the board of IBEL as chairman on 13 August 2015. He is also non-executive chairman of Goals Soccer Centres plc and has also served as a non- executive director on the board of the following companies: Brakes Brothers Holdings Ltd, Elegant Hotels Group plc and The All England Lawn Tennis and Croquet Club ('Wimbledon').

 

David Wild - Senior Independent Non-Executive Director

 

David was appointed to the board of Domino's Pizza as a non-executive director in November 2013, before being appointed as its Chief Executive Officer in 2014. David was previously the Chief Executive Officer of Halfords Group plc and has held senior roles within Walmart and Tesco. David was also a non-executive director of the multi-channel consultancy Practicology Limited.

 

Rob McWilliam - Independent Non-Executive Director

 

Rob has over 25 years of finance, strategy and digital leadership experience in some of the world's largest retail businesses, including Asda/Wal-Mart and Amazon. Rob's executive experience includes being UK Finance Director for ASDA/Walmart and Amazon, and his most recent role as Vice President for the Consumables Division at Amazon UK. Rob spent his early career at Bass plc where he qualified as an accountant, having graduated in Mathematics from Durham University.

 

Christopher Mills - Non-Executive Director

 

Christopher Mills is a director and the sole shareholder of Harwood Capital Management Limited which is a designated corporate member and the controller of Harwood. Harwood Capital Management Group was formed in 2011 by Mr Mills on his acquisition of Harwood from J O Hambro Capital Management Group Limited. He is also the Chief Executive Officer and director of NASCIT (a United Kingdom listed investment trust) and a director and investment manager of Oryx. He has a long and successful investing track record and is a non-executive director of a number of both public and private companies. Prior to joining J O Hambro Capital Management Group Limited which he co-founded in 1993, he worked from 1975 to 1993 for Samuel Montagu Limited, Montagu Investment Management Limited and its successor company, Invesco MIM, latterly as Head of North American Investments and Head of North American Venture Capital.

 

Julie Sneddon - Independent Non-Executive Director

 

Julie has 20 years' experience in senior executive roles with the Walt Disney Company, including most recently as Executive Vice President of Disney Stores Worldwide which carried responsibility for over 3,300 stores across North America, Europe and Japan. Julie has led multiple strategic business development and organisational transformation change initiatives for Disney with a focus on retail, brand development and digital transformation.

 

 

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.


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