REG - Hornby PLC - Statement re Related Party Transaction

HornbyAnnouncement

24/05/2022 12:00

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RNS Number : 6256M  Hornby PLC  24 May 2022

24 May 2022

Hornby Plc ("Hornby" or the "Company")

 

Related Party Transaction

 

Hornby Plc, the international models and collectibles Group, announces details
of the following related party transactions.

 

Further to the Company's announcement of 11 May 2022, Hornby entered into a
Framework Agreement with Rawnet Limited ("Rawnet") setting out the terms of
engagement between the two companies going forwards. The Independent Directors
of Hornby have approved to cap the Company's expenditure with Rawnet going
forwards over any rolling 12-month period to a maximum of £1.5 million (the
"Approved Capped Spend").

 

Rawnet, a digital agency, has provided regular services to Hornby and has been
a valued adviser, helping to drive Hornby's recent website development, direct
to consumer offering and social media engagement. Hornby continues to value
Rawnet's services and over the next 12 months Rawnet will continue to provide
services to Hornby including:

·      Continuing to optimise and drive Hornby's direct to consumer
website;

·      Continuing to advise on social media campaigns and engagement;
and

·      Provide input into additional special projects throughout the
year.

 

Rawnet is beneficially majority owned by Castelnau Group Limited ("Castelnau")
since its acquisition of Rawnet in February 2021 (12 months after Hornby's
first engagement with Rawnet). Phoenix Asset Management Partners Limited
("PAMP") is the Investment Manager of Castelnau.

 

PAMP is interested in 124,634,330 ordinary shares of 1 pence each in the
Company, representing 74.66 per cent. of the issued share capital of Hornby.
Given that PAMP manages Phoenix UK Fund Limited, a substantial shareholder in
the Company, Rawnet is a related party of Hornby and entering into the
Framework Agreement and engaging Rawnet up to the Approved Capped Spend
constitutes a related party transaction in accordance with AIM Rule 13.

 

The Independent Directors consider, having consulted with Liberum Capital
Limited ("Liberum"), the Company's nominated adviser, that the terms of the
Framework Agreement and the Approved Capped Spend are fair and reasonable
insofar as the Company's shareholders are concerned.

 

Further to the Company's announcement of 11 May 2022, in which it was
confirmed that the Independent Directors consider that the terms of the
transactions between Hornby and Rawnet in the 12 months ended 31 March 2022
are fair and reasonable, the Independent Directors also consider, having
consulted with Liberum, that the terms of the transactions between Hornby and
Rawnet during March 2021 are fair and reasonable insofar as the Company's
shareholders are concerned.

 

 

 

-ends-

 

Enquiries:

 

Hornby plc

Lyndon Davies, Exec Chairman              01843 233 500

Kirstie Gould, CFO

 

Liberum Capital Limited, Nominated Advisor and Broker

Andrew Godber
                     020 3100 2222

Edward Thomas

Miquela Bezuidenhoudt

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