REG - MJ Hudson Group PLC - Completion of Disposal & Cancellation

MJ HudsonAnnouncement

17/05/2023 11:15

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RNS Number : 7486Z  MJ Hudson Group PLC  17 May 2023

MJ Hudson Group plc

(the "Company", "Group" or "MJ Hudson")

 

Completion of Sale of Data & Analytics Division,

Cancellation of Admission of Ordinary Shares to Trading on AIM

 

 

MJ Hudson Group plc (AIM:MJH), announces that, further to the announcement on
11 April 2023 in which it confirmed that it had conditionally agreed to sell
its Data & Analytics and Business Outsourcing Divisions to Apex, it has
now fulfilled the relevant conditions and completed the sale of the Data &
Analytics Division.

 

The cash consideration paid on the completion of the sale of the Data &
Analytics Division was £15 million of which £3 million is being retained in
escrow until 30 September 2024 to satisfy any buyer claims under the sale and
purchase agreement.

 

The Business Outsourcing Division which is also being sold to Apex, includes
multiple regulated entities which will require certain mandatory and
suspensory regulatory consents for a change of ownership. The Business
Outsourcing Sale will therefore be completed in stages following receipt or
waiver of the regulatory consent(s) relevant to that part of the Business
Outsourcing Division. Consideration for the Business Outsourcing Division is
approximately £25 million payable in tranches on the completion of the
constituent parts of the sale of the Business Outsourcing Division subject to
a retention to satisfy any buyer claims under the sale and purchase agreement.

 

Application of Proceeds:

As at 31 March 2023, the Group owed approximately £33.7 million under its
facilities and overdrafts with its Senior Lender and it is expected that
further funding will be required to the point of completion of the sale of the
Business Outsourcing Division.  The majority of the consideration will
therefore be applied to reducing the debt owed to the Senior Lender.

 

While there are a number of potential outcomes, given the level of creditors
of the business expected at the point of final completion of the Business
Outsourcing Sale, it should be noted that it is highly unlikely that there
will be a substantial, or any, amount available to Shareholders following
payment of all creditors and costs.

 

Cancellation of Admission

In addition, the Company received Shareholders' approval at a General Meeting
on 3 May 2023 to cancel the admission of its Ordinary Shares to trading on
AIM. In accordance with Rule 41 of the AIM Rules, the Company has notified
the London Stock Exchange of the proposed Cancellation and it is expected that
Cancellation will occur on 25 May 2023.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
 
 Completion of the Data & Analytics Sale                  16 May 2023

 Cancellation of the Ordinary Shares from trading on AIM  25 May 2023

 Completion of the Business Outsourcing Sale              Expected late 2023*

 

*Completion of the Business Outsourcing Sale is expected to complete at
various times following the receipt (or waiver) by the Company of the relevant
Regulatory Consent(s) relevant to that part of the Business Outsourcing
Division.

 

Matched Bargain Facility

 

Following the Cancellation the Ordinary Shares will no longer be admitted to
AIM.  The Company therefore intends to engage J P Jenkins, the longest
established trading platform in UK for unlisted or unquoted companies, to
enable shareholders and prospective investors to transact on a matched bargain
basis with effect from the date of Cancellation for a limited initial
period.  However, there can be no certainty that a matched bargain facility
will provide a liquid market for the ordinary shares or that it will remain
for any extended period following Cancellation, if at all.

 

 

For further information, please contact:

 

MJ Hudson Group plc

Geoff Miller, Executive Chairman

 

Cenkos Securities plc (Nomad and Broker)

Giles Balleny

Stephen Keys

Callum Davidson

+44 20 7397 8900

 

Buchanan (PR Adviser)

Chris Lane

Jack Devoy

George Cleary

+44 20 7466 5000

mjhudson@buchanan.uk.com

 

 

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