REG - Curtis Banks Grp PLC - Result of placing

Curtis BanksAnnouncement

23/07/2020 14:20

RNS Number : 9279T
  
Curtis Banks Group PLC
  
23 July 2020
  
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR") AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
LEI: 213800LYP7YTVDXRMP40
23 July 2020
Curtis Banks Group plc
("Curtis Banks", the "Company" or the "Group")
Result of placing
Further to the announcement earlier today in relation to the proposed placing of ordinary shares, Curtis Banks is pleased to announce that it has successfully placed 11,904,762 ordinary shares (the "Placing Shares") with, amongst others, existing and new institutional investors ("Placees") at a price of 210 pence per share (the "Placing Price") via an accelerated bookbuild (the "Placing"). Peel Hunt LLP ("Peel Hunt") and Nplus1 Singer Capital Markets Limited ("N+1 Singer") acted as joint bookrunners in connection with the Placing ("Joint Bookrunners").
 
The Placing has raised gross proceeds of approximately £25 million. The Placing Shares being issued represent, in aggregate, approximately 22 per cent. of the Company's issued ordinary share capital prior to the Placing. The Placing Price represents a discount of approximately 9.5 per cent. to the closing mid-market price of 232 pence on 22 July 2020. The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing Shares.
 
Participation by Directors in the Placing
 
The directors of the Company have agreed to subscribe for Placing Shares at the Placing Price. The number of Placing Shares subscribed for by each of the directors pursuant to the Placing, are set out below:
 




Director  


Number of Placing Shares subscribed for in the Placing


Value of Placing Shares




Will Self


9,523


£19,998.30




Dan Cowland


9,523


£19,998.30




Jane Ridgley


9,523


£19,998.30




Chris Macdonald


14,285


£29,998.50




Bill Rattray


40,000


£84,000.00




Jules Hydleman


2,380


£4,998.00




 
An application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that such Admission will become effective at 8.00 a.m. on 27 July 2020 or such later time and/or date as the Joint Bookrunners may agree with the Company, being not later than 8.00 a.m. on 3 August 2020), and dealings in the Placing Shares will commence at that time.
 
The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional on the Placing Agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms prior to Admission.
 
Following Admission, the total number of shares of the Company in issue will be 66,047,108 and the total number of voting shares in the Company will be 66,047,108. Each share carries one vote.
 
This above figure (66,047,108) may 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.
 
Capitalised terms used but not defined in this announcement shall, unless defined in this announcement or the context provides otherwise, have the same meanings as set out in the announcement of the Company released at 7.27 a.m. on the date hereof relating to the Placing.
 
 
Contact:
 




Curtis Banks Group plc 


www.curtisbanks.co.uk 




Will Self - Chief Executive Officer


+44 (0) 117 9107910




Dan Cowland - Chief Financial Officer


 




 


 




Peel Hunt (Nominated Adviser & Joint Broker)


+44 (0) 20 7418 8900




James Britton


 




Rishi Shah


 




 


 




N+1 Singer (Joint Broker)


+44 (0) 20 7496 3000




Mark Taylor


 




Rachel Hayes


 




 


 




Camarco (Financial PR)


+44 (0) 20 3757 4984




Ed Gascoigne-Pees


 




Georgia Edmonds


 




Jake Thomas


 




 
 
MAR information
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Will Self, CEO.  
General
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.
Notes to Editors
Curtis Banks is one of the United Kingdom's leading administrators of self-invested pension products, principally SIPPs and SSASs and has successfully developed, through a combination of organic growth and acquisitions, into one of the largest UK providers of these products. At 31 December 2019 the Group administered circa £29.1bn of pension assets on behalf of over 76,000 active clients.
Acquisitions are a core component of Curtis Banks' growth strategy. The Company is disciplined in its approach and is committed to exploring opportunities to add scale and expand its offering through complementary acquisitions.
 




1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name 
 
 


Will Self




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Chief Executive Officer




b) 
 


Initial notification /Amendment 
 
 


Initial




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Curtis Banks Group Plc




b) 
 


LEI 
 
 


213800LYP7YTVDXRMP40




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Curtis Banks Group Plc Ordinary Shares 0.5p




 


 




Identification code 


GB00BW0D4R71




 


 




b) 
 


Nature of the transaction 
 
 


Purchase of ordinary shares in the Company 




c) 
 


Price(s) and volume(s) 


 


 


 


 




 


 


Price


Volume


Total Value


 




 


 


210p


9,523


£19,998.30


 




 


 
 


 


 


 




d) 
 


Aggregated information 


 




- Aggregated volume


n/a




 


 




- Price


n/a




 


 




e) 
 


Date of the transaction 
 
 


23 July 2020




 




1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name 
 
 


Dan Cowland




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Chief Financial Officer




b) 
 


Initial notification /Amendment 
 
 


Initial




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Curtis Banks Group Plc




b) 
 


LEI 
 
 


213800LYP7YTVDXRMP40




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Curtis Banks Group Plc Ordinary Shares 0.5p




 


 




Identification code 


GB00BW0D4R71




 


 




b) 
 


Nature of the transaction 
 
 


Purchase of ordinary shares in the Company 




c) 
 


Price(s) and volume(s) 


 


 


 


 




 


 


Price


Volume


Total Value


 




 


 


210p


9,523


£19,998.30


 




 


 
 


 


 


 




d) 
 


Aggregated information 


 




- Aggregated volume


n/a




 


 




- Price


n/a




 


 




e) 
 


Date of the transaction 
 
 


23 July 2020




 




1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name 
 
 


Jane Ridgley




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Chief Operating Officer




b) 
 


Initial notification /Amendment 
 
 


Initial




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Curtis Banks Group Plc




b) 
 


LEI 
 
 


213800LYP7YTVDXRMP40




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Curtis Banks Group Plc Ordinary Shares 0.5p




 


 




Identification code 


GB00BW0D4R71




 


 




b) 
 


Nature of the transaction 
 
 


Purchase of ordinary shares in the Company 




c) 
 


Price(s) and volume(s) 


 


 


 


 




 


 


Price


Volume


Total Value


 




 


 


210p


9,523


£19,998.30


 




 


 
 


 


 


 




d) 
 


Aggregated information 


 




- Aggregated volume


n/a




 


 




- Price


n/a




 


 




e) 
 


Date of the transaction 
 
 


23 July 2020




 




1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name 
 
 


Chris Macdonald




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Chairman




b) 
 


Initial notification /Amendment 
 
 


Initial




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Curtis Banks Group Plc




b) 
 


LEI 
 
 


213800LYP7YTVDXRMP40




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Curtis Banks Group Plc Ordinary Shares 0.5p




 


 




Identification code 


GB00BW0D4R71




 


 




b) 
 


Nature of the transaction 
 
 


Purchase of ordinary shares in the Company 




c) 
 


Price(s) and volume(s) 


 


 


 


 




 


 


Price


Volume


Total Value


 




 


 


210p


14,285


£29,998.50


 




 


 
 


 


 


 




d) 
 


Aggregated information 


 




- Aggregated volume


n/a




 


 




- Price


n/a




 


 




e) 
 


Date of the transaction 
 
 


23 July 2020




 




1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name 
 
 


Bill Rattray




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Non-Executive Director




b) 
 


Initial notification /Amendment 
 
 


Initial




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Curtis Banks Group Plc




b) 
 


LEI 
 
 


213800LYP7YTVDXRMP40




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Curtis Banks Group Plc Ordinary Shares 0.5p




 


 




Identification code 


GB00BW0D4R71




 


 




b) 
 


Nature of the transaction 
 
 


Purchase of ordinary shares in the Company 




c) 
 


Price(s) and volume(s) 


 


 


 


 




 


 


Price


Volume


Total Value


 




 


 


210p


40,000


£84,000.00


 




 


 
 


 


 


 




d) 
 


Aggregated information 


 




- Aggregated volume


n/a




 


 




- Price


n/a




 


 




e) 
 


Date of the transaction 
 
 


23 July 2020




 




1 
 


Details of the person discharging managerial responsibilities / person closely associated 
 




a) 
 


Name 
 
 


Jules Hydleman




2 
 


Reason for the notification 
 




a) 
 


Position/status 
 
 


Non-Executive Director




b) 
 


Initial notification /Amendment 
 
 


Initial




3 
 


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 
 




a) 
 


Name 
 
 


Curtis Banks Group Plc




b) 
 


LEI 
 
 


213800LYP7YTVDXRMP40




4 
 


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 
 
 




a) 
 


Description of the financial instrument, type of instrument 


Curtis Banks Group Plc Ordinary Shares 0.5p




 


 




Identification code 


GB00BW0D4R71




 


 




b) 
 


Nature of the transaction 
 
 


Purchase of ordinary shares in the Company 




c) 
 


Price(s) and volume(s) 


 


 


 


 




 


 


Price


Volume


Total Value


 




 


 


210p


2,380


£4,998.00


 




 


 
 


 


 


 




d) 
 


Aggregated information 


 




- Aggregated volume


n/a




 


 




- Price


n/a




 


 




e) 
 


Date of the transaction 
 
 


23 July 2020




 
Important Notice
Neither this Announcement nor the information contained in it, shall constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication, transmission or distribution, in whole or in part, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
This Announcement has not been approved by the London Stock Exchange.
Neither this Announcement nor the information contained in it, is for publication, transmission or distribution, in whole or in part, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. 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"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. 
No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, persons connected with them as defined in FSMA (as defined below) (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
No public offering of the Placing Shares has been or will be made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares have been made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and the United Kingdom) (the "Prospectus Regulation").
Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.  Persons needing advice should consult an independent financial adviser.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.
No prospectus has been made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.
The information contained in this Announcement is for background information 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. None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of their respective Affiliates.
Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company, the Joint Bookrunners and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 
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 financial years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up. 
The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The Joint Bookrunners, both of which are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of each Joint Bookrunner (as applicable) or for providing advice in relation to the Placing, or any other matters referred to in this Announcement. 
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, by the Joint Bookrunners or by their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.  
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
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 Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing 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)         compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and 
(ii)        eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating 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 restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation 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.


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  END
 
 
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