Press Release: Eden 3 S.à r.l., Eden 4 S.à r.l. and Eden Debtco 2 S.à r.l. (the “Apax Sellers”) and Guardian Media Group plc (“GMG” and, together with the Apax Sellers, the “Sellers”) announce their intention to sell an aggregate of approximately 60 million ordinary shares (the “Placing Shares”) in the capital of the Company. The Apax Sellers are entities indirectly wholly owned by Apax Europe VII.
The Placing Shares represent, in aggregate, approximately 15 per cent of the Company’s issued ordinary share capital and constitute approximately 37.7 per cent of the Apax Sellers’ combined holdings in the Company and approximately 37.7 per cent of GMG’s holding in the Company. Any remaining shares held by each of the Apax Sellers and GMG will be subject to a lock-up from the date of this announcement until the date which is 90 days after the closing date of the Placing (as defined below) which is expected to be on 5 December 2016, subject to customary exceptions and waiver by the Joint Global Coordinators (as defined below).
The Apax Sellers and GMG have every confidence that the board of directors and management of the Company will continue to execute in line with the Company’s stated strategy and manage the Company in the best interests of all shareholders.
The Placing Shares are being offered by way of an accelerated bookbuild (the “Placing”), which will be launched immediately following this announcement. Goldman Sachs International and Merrill Lynch International (together, the “Joint Global Coordinators”) are acting as joint global coordinators and Goldman Sachs International, Merrill Lynch International, Deutsche Bank AG and Numis Securities Limited (together, the “Bookrunners”) are acting as joint bookrunners in connection with the Placing. The Company will not receive any proceeds from the Placing.
The Placing Shares, in all respects, rank pari passu with the Company’s ordinary shares.
The final number of ordinary shares in the capital of the Company to be placed will be agreed by the Bookrunners and the Sellers at the close of the bookbuild process and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Bookrunners.
The Joint Global Coordinators, in their capacity as joint bookrunners for the placing of ordinary shares in the Company by Eden 3 S.à r.l., Eden 4 S.à r.l. and GMG which completed on 5 September 2016, have consented to the Placing and in doing so have agreed, with respect to the Placing Shares, to waive the lock-up restrictions which otherwise apply to such ordinary shares until 4 December 2016.