REG - Midwich Group PLC - PrimaryBid Retail Offer

MidwichAnnouncement

07/06/2023 16:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230607:nRSG0006Ca&default-theme=true

RNS Number : 0006C  Midwich Group PLC  07 June 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF MIDWICH GROUP PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

 

7 June 2023

 

Midwich Group Plc

("Midwich" or the "Company" or the "Group")

PrimaryBid Retail Offer

 ●    Midwich announces a conditional offer for subscription of up to £2.0m of new
      Ordinary Shares via PrimaryBid (https://primarybid.com/uk/investors) ;
 ●    The issue price of the new Ordinary Shares will be determined at the close of
      the bookbuild process;
 ●    Investors can access the Retail Offer through PrimaryBid's website
      (https://app.primarybid.com/) and on PrimaryBid's app
      (https://primarybid.com/uk/get-the-app) ;
 ●    Investors may also be able to take part through PrimaryBid's extensive network
      of retail brokers, wealth managers and investment platforms, subject to their
      participation;
 ●    Applications for new Ordinary Shares through these partners can be made from
      tax efficient savings vehicles such as ISAs or SIPPs, as well as General
      Investment Accounts ("GIAs");
 ●    The Retail Offer is available to both existing shareholders and new investors;
 ●    The new Ordinary Shares to be issued pursuant to the Retail Offer and the
      Placing will be sold at the Issue Price;
 ●    There is a minimum subscription of £250 per investor in the Retail Offer;
 ●    No commission will be charged by PrimaryBid on applications to the Retail
      Offer.

 

Retail Offer

Midwich (AIM:MIDW), the global specialist audio visual ("AV") distributor to
the trade market, is pleased to announce a conditional offer for subscription
of new ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") via PrimaryBid (the "Retail Offer") for up to £2.0m.

The Company has also announced today that it has acquired the entire issued
share capital of S.F. Marketing, Inc. ("SFM") (the "Acquisition"), a
specialist value-add AV distributor in Canada for an enterprise value of up to
CA$44.3m (£26.7m) on a cash free, debt free basis (the "Consideration"). The
Consideration comprises of an initial consideration of up to CA$39.3m paid on
completion, a CA$2.0m fixed deferred consideration paid on the first twelve
month anniversary from completion and up to a further CA$3.0m also payable on
the first twelve month anniversary, subject to growth in operating profit.

The Company is also conducting a placing of new Ordinary Shares to
institutional investors by way of an accelerated bookbuilding process (the
"Placing") as announced earlier today.

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing being admitted to trading on AIM
("Admission"). Admission is expected to take place at 8.00 a.m. on 12 June
2023. The Retail Offer will not be completed without the Placing also being
completed.

The Company will use the funds raised to pay down the Company's debt, which
will fund the initial acquisition consideration of SFM, and to provide
additional resources to fund the Group's near-term M&A pipeline.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Board is supportive of the
Pre-Emption Group guidance that encourages companies to consider the inclusion
of retail investors when issuing shares non-pre-emptively and is therefore
pleased to provide retail investors with the opportunity to participate in the
Retail Offer via PrimaryBid in line with the Pre-Emption Group guidelines.

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's website (https://app.primarybid.com/) and on PrimaryBid's app
(https://primarybid.com/uk/get-the-app) . Investors may also be able to take
part through PrimaryBid's extensive partner network of investment platforms,
retail brokers and wealth managers, subject to their participation.
Applications for new Ordinary Shares through these partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. The
PrimaryBid app is available on the UK Apple App Store and Google Play Store.

After consideration of the various options available to it, the Company
believes that the separate Retail Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The Retail Offer will open to investors resident and physically located in the
United Kingdom following the release of this Announcement. The Retail Offer is
expected to close at 9 p.m. on 7 June 2023 and may close early if it is
oversubscribed.

There is a minimum subscription amount of £250 per investor in the Retail
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, an application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of the process and any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the Retail Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Placing and the Company's existing Ordinary Shares.

For further information on PrimaryBid or the Retail Offer
visit www.PrimaryBid.com (http://www.primarybid.com/) or email PrimaryBid at
enquiries@primarybid.com (http://enquiries@primarybid.com) . The terms and
conditions on which the Retail Offer is made, including the procedure for
application and payment for new Ordinary Shares, are available to all persons
who register with PrimaryBid.

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 Midwich Group plc                                     +44 (0) 1379 649200

 Stephen Fenby, Managing Director

 Stephen Lamb, Finance Director

 PrimaryBid Limited                                    enquiries@primarybid.com

 Gilles Ohana / James Deal

 Investec Bank plc, Nominated Adviser                  +44 (0) 20 7597 5970

 Carlton Nelson / Ben Griffiths / Cameron MacRitchie

 FTI Consulting, PR Adviser                            +44 (0) 20 3727 1000

 Alex Beagley / Tom Hufton / Rafaella de Freitas

 

Important notices

The Retail Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The Retail Offer is not being made into the United States, Australia, Canada,
the Republic of South Africa, Japan or any other jurisdiction where it would
be unlawful to do so.

This Announcement is not for publication or distribution, 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, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful.  Further, this Announcement is for information purposes
only and is not an offer of securities in any jurisdiction.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com
(https://primarybidassets.s3.eu-west-2.amazonaws.com/4e207bed-5082-4e34-a70b-faf3238f5695.pdf)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

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 contact rns@lseg.com (mailto:rns@lseg.com) or
visit www.rns.com (http://www.rns.com/) .

 

END

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 contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFRMATMTTMBLJ