RNS Number : 3401R The Gym Group plc 14 June 2018

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE GYM GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE GYM GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").

14 June 2018

The Gym Group Plc

(""TGG" or "the Company")

The Gym Group Plc, low cost gym provider, is pleased to announce the results of the equity placing launched yesterday, 13 June 2018 (the "Placing").

A total of 9,677,420 new ordinary shares in the capital of the Company of 0.01 pence each (the "Placing Shares") have been placed by Numis Securities Limited at a price of 248 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £24 million (before expenses).

The Placing Shares represent approximately 7.5% of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of approximately 0.6% to the closing price of 249.5 pence on 13 June 2018.

In relation to the above, applications have been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission") and Admission is expected to take place at 8.00 a.m. on 18 June 2018.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, following this issue, the Company's issued share capital consists of 137,952,704 ordinary shares.

The figure of 137,952,704 ordinary shares should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact

The Gym Group John Treharne, CEO Richard Darwin, CFO

via Instinctif

Numis (Financial Adviser and Broker)

Oliver Cardigan Toby Adcock Alasdair Abram

020 7260 1000

Instinctif

0207 457 2020

Matthew Smallwood Justine Warren

For the purposes of MAR and Ar9cle 2 of Commission Implemen9ng Regula9on (EU) 2016/1055, this Announcement is being made on behalf of the Company by Richard Darwin.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmi=ed, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or to any persons in any of those jurisdic?ons or any other jurisdic?on where to do so would cons?tute a viola?on of the relevant securi?es laws of such jurisdic?on. This Announcement is for informa?on purposes only and does not cons?tute an offer to sell or issue, or the solicita?on of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdic?on in which such offer or solicita?on is not authorised or to any person to whom it is unlawful to make such offer or solicita?on. Any failure to comply with these restric?ons may cons?tute a viola?on of securi?es laws of such jurisdic?ons. The Placing Shares have not been, and will not be, registered under theUnited States Securi?es Act of 1933, as amended (the "US Securi9es Act"), or with any securi?es regulatory authority of any state or jurisdic?on of the United States or under the securi?es laws or with any securi?es regulatory authority of any state or other jurisdic?on of the United States. The Placing Shares are being offered and sold only outside the United States in "offshore transactions" pursuant to Regulation S of the US Securities Act.

All offers of Placing Shares will be made pursuant to an exemp?on under the Prospectus Direc?ve 2003/71/EC, as amended from ?me to ?me, including by Direc?ve 2010/73/EC to the extent implemented in the relevant member state and includes any relevant implemen?ng direc?ve measure in any member state (the "Prospectus Direc9ve") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which sec?on 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.

Members of the public are not eligible to take part in the Placing.This Announcement and the terms and condi?ons set out in the Appendix are for informa?on purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of ar?cle 2(1)(e) of the Prospectus Direc?ve ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in ma=ers rela?ng to investments falling within the defini?on of "investments professional" in ar?cle 19(5) of the Financial Services and Markets Act 2000 (Financial Promo?on) Order 2005, as amended (the "Order"); (ii) are persons falling within ar?cle 49(2)(a) to (d) ("high net worth companies, unincorporated associa?ons, etc") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement and the Appendix must not be acted on or relied on by persons who are not Relevant Persons.

The Placing Shares have not been approved or disapproved by the US Securi?es and Exchange Commission, any state securi?es commission or other regulatory authority in the United States nor have any of the foregoing authori?es passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representa?on to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securi?es commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securi?es and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in rela?on to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securi?es laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemp?on under the relevant securi?es laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.

Persons (including without limita?on, nominees and trustees) who have a contractual right or other legal obliga?ons to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representa?on or warranty, express or implied, is or will be made by Numis Securi?es Limited ("Numis"), or by any of its affiliates or agents as to or in rela?on to, the accuracy or completeness of this Announcement or any other wri=en or oral informa?on made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the informa?on in this Announcement has been independently verified or approved by Numis or any of its partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibili?es or liabili?es, if any, imposed on Numis by FSMA or by the regulator regime established under it, no responsibility or liability is accepted by Numis or any of its directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such informa?on or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is ac?ngfor the Company and no-one else in connec?on with the Placing and Admission. Neither Numis nor its affiliates, partners, directors, officers, employees or agents are responsible to anyone other than the Company for providing the protec?ons afforded to clients of Numis or for providing advice in connec?on with the Placing and Admission or for any other matters referred to herein

The distribu?on of this Announcement (including the Appendix) and the offering of the Placing Shares in certain jurisdic?ons may be restricted by law. No ac?on has been taken by the Company, Numis that would permit an offering of such shares or possession or distribu?on of this Announcement or any other offering or publicity material rela?ng to such shares in any jurisdic?on where ac?on for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Numis to inform themselves about, and to observe, such restrictions.

Cautionary statements

This Announcement may contain and the Company may make "forward-looking statements" with respect to certain of the Company's plans and its current goals and expecta?ons rela?ng to its future financial condi?on, performance, strategic ini?a?ves, objec?ves and results. Forward-looking statements some?mes use words such as "aim", "an?cipate", "target", "expect", "es?mate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, As a result, the actual future financial condi?on, performance and results of the Company may differ materially from the plans, goals and expecta?ons set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The informa?on contained in this Announcement is subject to change without no?ce and except as required by applicable law or regula?on (including to meet the requirements of the Lis?ng Rules, the Disclosure and Transparency Rules, MAR, the Prospectus Rules and/or FSMA), the Company expressly disclaims any obliga?on or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expecta?ons with regard thereto or any changes in events, condi?ons or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or ac?vi?es should not be taken as representa?on that such trends or ac?vi?es will con?nue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not iden?fy or suggest, or purport to iden?fy or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available informa?on, which has not been independently verified by Numis.

The Placing Shares to be issued pursuant to the Placing will not be admi=ed to trading on any stock exchange other than the Official List of the main market of the London Stock Exchange plc.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Direc?ve 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Ar?cles 9 and 10 of Commission Delegated Direc?ve (EU) 2017/593 supplemen?ng MiFID II; and (c) local implemen?ng measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compa?ble with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterpar?es, each as defined in MiFID II; and (ii) eligible for distribu?on through all distribu?on channels as are permi=ed by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protec?on; and an investment in the Placing Shares is compa?ble only with investors who do not need a guaranteed income or capital protec?on, who (either alone or in conjunc?on with an appropriate financial or other adviser) are capable of evalua?ng the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restric?ons in rela?on to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis has only procured investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not cons?tute: (a) an assessment of suitability orappropriateness for the purposes of MiFID II; or (b) a recommenda?on to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contactrns@lseg.com or visitwww.rns.com.

END

ROILFFFIRVIVLIT

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GYM Group plc published this content on 14 June 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 June 2018 06:17:03 UTC