NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NETHERLANDS, PHILIPPINES, INDONESIA, HONG KONG, REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States or any other jurisdiction, including in or into Canada, Japan, South Africa, Netherlands, Philippines, Indonesia, Republic of Ireland and Australia or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus in its final form published by BigDish Plc in connection with the admission of its ordinary shares to listing on the standard listing segment of the Official List of the Financial Conduct Authority (“FCA”) and to trading on the main market for listed securities of the London Stock Exchange (the “Admission”). A copy of the Prospectus has been made available on the Company’s website (www.bigdishplc.com) and is available for viewing at the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
31 July 2018
(“BigDish” or the “Company”)
Publication of Prospectus
BigDish Plc has today published a prospectus (the “Prospectus”) in connection with its proposed admission of the entire issued ordinary share capital of the Company to the Standard Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange, and the placing and subscription of 49,391,796 ordinary shares of no par value each in the Company at a price of 4.5p per share, raising £2.2 million before expenses, and admission of its entire issued share capital of 285,847,519 ordinary shares of no par value.
The Prospectus has been approved by the UK Listing Authority. A copy of the prospectus is available from www.bigdishplc.com and a copy has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.
A further announcement will be made on the day of Admission to trading, expected on the 2 August 2018.
Tim Blythe +44 (0) 20 138 3204
Notes to Editors
The Company owns an online restaurant reservation platform and mobile application operating under the BigDish brand. The Existing Group provides a yield management solution for restaurants by offering varying discounts to diners at different times. The Existing Group currently operates in the Philippines, Indonesia and Hong Kong and from Admission the Enlarged Group will also operate in the UK following completion of the acquisition of Pouncer (the operator of Tablepouncer.com, a UK restaurant reservation platform). The Company also recently acquired a Philippine restaurant discovery platform called looloo.com
Further information can be found at the Group’s website, www.bigdishplc.com
This announcement has been issued by BigDish Plc and is the sole responsibility of BigDish Plc. The information in this announcement is for background purposes only and does not purport to be full or complete. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any ordinary shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus are available from the Company’s registered office and on the Company’s website (www.bigdishplc.com) and is available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
The distribution or publication of this announcement, any related documents, and the issue of the ordinary shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, new ordinary shares to any person in the United States, Australia, Canada, Japan, South Africa, Netherlands, Philippines, Indonesia, Hong Kong or Republic of Ireland or in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, South Africa, Netherlands, Philippines, Indonesia, Hong Kong or Republic of Ireland.
This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act. No public offering of securities is being made in the United States.
This announcement may include 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. Any 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 Group’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.