GYM : Completion of placing

RNS Number : 7524Z

Berenberg

17 March 2017

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF THE GYM GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PLEASE SEE THE IMPORTANT INFORMATION NOTICE AT THE END OF THIS ANNOUNCEMENT.

PHOENIX EQUITY PARTNERS LIMITED AND BRIDGES VENTURES LLP

Completion of placing of existing ordinary shares in The Gym Group Plc

Further to the announcement on 16 March 2017, certain funds advised by Phoenix Equity Partners Limited ("the Phoenix Funds") and a fund managed by Bridges Ventures LLP ("Bridges Ventures" and together with the Phoenix Funds, "the Sellers") announce that they have sold their remaining stake in The Gym Group Plc ("The Gym Group" or the "Company").

The disposal was conducted through a placing of 39,136,669 existing ordinary shares in the Company (the "Placing Shares") to institutional investors by means of an accelerated bookbuild offering process (the "Offering"), at a price of 175 pence per share, raising gross proceeds of £68.5 million.

The Placing Shares represent in aggregate approximately 30.5% of the issued share capital of the Company. Settlement of the Offering is expected to take place on 22 March 2017.

Joh. Berenberg, Gossler & Co KG ("Berenberg") acted as sole bookrunner and placing agent in relation to the Offering.

For further information, please contact:

Berenberg Chris Bowman Mark Whitmore Amritha Murali

Tel: [phone]

Important Notice:

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa, Japan or Israel or in any jurisdiction in which such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant State or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or Israel. Any failure to comply with this restriction may constitute a violation of U.S., Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Seller, Berenberg or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction, or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares, in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers and Berenberg to inform themselves about and to observe any applicable restrictions.

Berenberg's London Branch, which is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the Financial Conduct Authority in the United Kingdom, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Berenberg, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

ENDIOEJFMMTMBTBTIR