REG - FRP Advisory Grp PLC - Results of Placing

Frp AdvisoryAnnouncement

16/06/2022 07:00

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RNS Number : 0571P  FRP Advisory Group PLC  16 June 2022

THIS ANNOUNCEMENT, INCLUDING 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, CANADA, JAPAN,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE ANY SECURITIES OF THE COMPANY. THE INFORMATION CONTAINED WITHIN THIS
ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS AMENDED BY
THE MARKET ABUSE (AMENDMENT) (UK MAR) REGULATIONS 2019. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

16 June 2022

FRP Advisory Group plc

("FRP" or the "Company")

Results of Placing

FRP Advisory Group plc, a leading national specialist business advisory firm,
is pleased to announce that further to the announcement made yesterday, the
Bookbuild has been successful and has now closed, with the Placing
significantly oversubscribed.

An aggregate of 27,821,958 Placing Shares have been placed under the Placing
with new and existing institutional investors at a placing price of 140 pence
per Placing Share, conditional on Admission of the New Placing Shares,
consisting of 5,357,143 New Placing Shares and the Selling Shareholders having
sold, in aggregate, 22,464,815 Selling Shareholder Shares.

Cenkos acted as sole bookrunner in connection with the Placing.

Following the Placing, the extensions to the lock-in and clawback arrangements
applicable to the balance of Selling Shareholders' shares, as described in the
announcement made on 15 June 2022, have become effective. The extended lock-in
arrangements apply to 36.1 per cent. of the Company's issued share capital, as
enlarged by the issue of the New Placing Shares. Upon completion of the
Placing, the FRP Advisory Group plc Employee Benefit Trust will hold 9.1 per
cent. of the Company's issued share capital.

Application has been made for the 5,357,143 New Placing Shares to be admitted
to trading on AIM, and it is expected that Admission will occur at 8.00 a.m.
on or around 21 June 2022. Following Admission of the New Placing Shares, the
Company's issued ordinary share capital will comprise 248,942,332 Ordinary
Shares, none of which are held in treasury.

Therefore, following Admission of the New Placing Shares, the total number of
Ordinary Shares with voting rights in the Company will be 248,942,332, which
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 Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Company's announcement made on
15 June 2022.

 

Geoff Rowley, Chief Executive Officer of FRP Advisory Group plc, said:

"We have been very pleased with the strong investor response to the Placing.
This has enabled us to introduce new institutional shareholders onto the share
register and further bolster our strong balance sheet as we continue to target
attractive acquisitions.

A key part of the rationale for FRP's IPO in March 2020 was the ability to
incentivise our teams with equity, alongside facilitating the organic and
inorganic growth of the business. Two years later, in line with our strategy,
we've continued to consistently deliver growth, completed five acquisitions
and increased our headcount by 44% to 504*, all while continuing to deliver
seamless service to our clients.

I would like to thank all of FRP's colleagues, including Partners, many of
whom have now entered renewed lock in arrangements signifying their ongoing
commitment to the growth of the business, who have worked to make FRP what is
it today, as we continue to expand the business through a structure that
continues to appropriately incentivise our future growth.

I would like to welcome and thank our new and existing shareholders who
participated in the Placing, and look forward to continuing on our growth
journey with them."

*At YE FY20 FRP total colleagues = 351; at YE FY22 total colleagues = 504

 

Director Participation

Further to the Placing, the Company has been notified that Jeremy French and
Geoff Rowley, sold 1,512,746 and 1,890,933 ordinary shares at a price of
£1.40 per ordinary share.

 

The notifications below, made in accordance with the requirements of the UK
version of the EU Market Abuse Regulation, provides further detail.

 

 

 

Enquiries:

 

FRP Advisory Group plc

Geoff Rowley, CEO

Jeremy French, COO

Gavin Jones, CFO

Enquiries via MHP

 

Cenkos Securities plc (Nominated Adviser and Sole Broker)

Katy Birkin/Max Gould (Corporate Finance)

Alex Pollen (Sales)

Tel: +44 (0) 207 397 8900

 

MHP Communications (Financial Public Relations)

Oliver Hughes

Charlie Barker

Pete Lambie

Tel: +44 (0) 3128 8540 / +44 (0) 20 3128 8570

FRP@mhpc.com (mailto:FRP@mhpc.com)

 

Notes to Editors

FRP is a professional services firm established in 2010 which offers a range
of advisory services to companies, lenders, investors and other stakeholders,
as well as individuals. These services include:

·      Corporate finance: mergers & acquisitions (M&A),
strategic advisory and valuations, financial due diligence, capital raising,
special situations M&A and partial exits.

·      Restructuring advisory: corporate financial advisory, formal
insolvency appointments, informal restructuring advisory, personal insolvency
and general advice to all stakeholders.

·      Debt advisory: raising and refinancing debt, debt amendments and
extensions, restructuring debt, asset based lending and corporate and
leveraged debt advisory.

·      Forensic services: forensic investigations, compliance and risk
advisory, dispute services and forensic technology.

·      Pensions advisory: pension scheme transaction advisory, pension
scheme restructuring advisory, covenant advisory and corporate governance.

 

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E)
OF THE PROSPECTUS REGULATION 2017/1129 ("PROSPECTUS REGULATION"); AND (2) IN
THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED WITHIN THE
PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED UK LAW BY VIRTUE OF THE
EUROPEAN UNON (WITHDRAWAL) ACT 2018 AND (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR
(III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.

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 OR JAPAN 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.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION
WITH THE PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING
MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH
INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY
VERIFIED BY THE SELLING SHAREHOLDERS, CENKOS OR ANY OF THEIR RESPECTIVE
AFFILIATES.

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), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF US, AUSTRALIAN, CANADIAN, 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 SELLING SHAREHOLDERS, CENKOS 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
SELLING SHAREHOLDERS AND CENKOS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY
APPLICABLE RESTRICTIONS.

NO RELIANCE MAY BE PLACED, FOR ANY PURPOSES WHATSOEVER, ON THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT OR ON ITS COMPLETENESS AND THIS ANNOUNCEMENT
SHOULD NOT BE CONSIDERED A RECOMMENDATION BY THE COMPANY, THE SELLING
SHAREHOLDERS, CENKOS OR ANY OF THEIR RESPECTIVE AFFILIATES IN RELATION TO ANY
PURCHASE OF OR SUBSCRIPTION FOR SECURITIES OF THE COMPANY. NO REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, IS GIVEN BY OR ON BEHALF OF THE COMPANY, THE
SELLING SHAREHOLDERS, CENKOS OR ANY OF THEIR RESPECTIVE DIRECTORS, PARTNERS,
OFFICERS, EMPLOYEES, ADVISERS OR ANY OTHER PERSONS AS TO THE ACCURACY,
FAIRNESS OR SUFFICIENCY OF THE INFORMATION OR OPINIONS CONTAINED IN THIS
ANNOUNCEMENT AND NONE OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT HAS
BEEN INDEPENDENTLY VERIFIED.  SAVE IN THE CASE OF FRAUD, NO LIABILITY IS
ACCEPTED FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN SUCH INFORMATION OR
OPINIONS.

CENKOS, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY
IN THE UNITED KINGDOM, IS ACTING ONLY FOR THE SELLING SHAREHOLDERS IN
CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN
THE SELLING SHAREHOLDERS FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS
OF CENKOS, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS
REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND
LIABILITIES (IF ANY) IMPOSED ON CENKOS BY FSMA, ANY LIABILITY THEREFORE IS
EXPRESSLY DISCLAIMED. ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD
SEEK THEIR OWN INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME, UNLESS OTHERWISE
STATED. ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO AMENDMENT.

CERTAIN STATEMENTS IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS. BY
THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS,
UNCERTAINTIES AND ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS OR EVENTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENTS. THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS COULD ADVERSELY AFFECT
THE OUTCOME AND FINANCIAL CONSEQUENCES OF THE PLANS AND EVENTS DESCRIBED
HEREIN. NO ONE UNDERTAKES ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE. READERS SHOULD NOT PLACE ANY UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS OF THE DATE OF THIS
ANNOUNCEMENT. STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS
OR EVENTS SHOULD NOT BE TAKEN AS REPRESENTATION THAT SUCH TRENDS OR EVENTS
WILL CONTINUE IN THE FUTURE.

NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY
HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, 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
ordinary shares in the Company (the "Ordinary 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 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, Cenkos 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
Ordinary Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name of PDMR                                                 Jeremy French
 2   Reason for notification

 a.  Position/Status                                              Chief Operating Officer
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         FRP Advisory Group plc
 b.  LEI                                                          213800IPCG6DE1CVLY36
 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  Ordinary shares of £0.001 each

     Identification Code

                                                                  GB00BL9BW044
 b.  Nature of the transaction                                    Sale of Ordinary Shares
 c.  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £1.40                                                                                    1,512,746
 d.  Aggregated information

     - Aggregated Volume                                          N/A single transaction

     - Price                                                      N/A single transaction

 e.  Date of the transaction                                      15 June 2022

 f.  Place of the transaction                                     AIMX

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name of PDMR                                                 Geoff Rowley
 2   Reason for notification

 a.  Position/Status                                              Chief Executive Officer
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         FRP Advisory Group plc
 b.  LEI                                                          213800IPCG6DE1CVLY36
 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  Ordinary shares of £0.001 each

     Identification Code

                                                                  GB00BL9BW044
 b.  Nature of the transaction                                    Sale of Ordinary Shares
 c.  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £1.40                                                                                    1,890,933
 d.  Aggregated information

     - Aggregated Volume                                          N/A single transaction

     - Price                                                      N/A single transaction

 e.  Date of the transaction                                      15 June 2022

 f.  Place of the transaction                                     AIMX

 

 

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