REG - Norman Broadbent PLC - Issue of Convertible Loan Notes

Norman BroadbentAnnouncement

20/05/2022 18:00

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RNS Number : 3378M  Norman Broadbent PLC  20 May 2022

Norman Broadbent plc

("Norman Broadbent", "NBB" or the "Group")

Issue of Convertible Loan Notes

Norman Broadbent (AIM: NBB), a leading London quoted Executive Search and
Interim Management firm offering a diversified portfolio of integrated
Leadership Acquisition & Advisory Services, is pleased to announce
additional investment of £400,000 by way of issue and subscription of
Convertible Loan Notes ("Loan Notes").

Under the terms of a Secured Convertible Loan Note Instrument, Downing
Strategic Micro-Cap Investment Trust PLC and Moulton Goodies Limited, both
substantial shareholders of the Group, have each agreed to subscribe for
£200,000 of secured Loan Notes to be issued on 20th May 2022.

The proceeds of the Loan Notes will be used to fund the Company's working
capital and capital expenditure requirements to finance the accelerated
appointments of a number of senior executives to drive the growth of the
business across sectors and regions.

Principal key terms of the Loan Notes

The investment will comprise the subscription of 400,000 Loan Notes each
having nominal value of £1, being in aggregate £400,000, for a period of 2
years, which can be extended at the agreement of all parties.

The Company will pay interest on the principal amount of the Loan Notes which
has not been repaid or converted as follows:

1.    For the period up to and including the first anniversary date (20th
May 2023) at a rate of 10% per annum;

2.    For the period from the first anniversary date to the date of
maturity (20th May 2023 - (20thMay 2024)  at a rate of 12.5% per annum;

3.    For any period beyond the maturity date at a rate of 30% per annum.

 

The Group can redeem the Loan Notes at any time, subject to a redemption fee
of 2.5% in the first year and 10% thereafter. The Loan Notes are only
convertible after the first anniversary date at the Loan Note holders sole
option, and a maximum of 50% of the principal amount of Loan Notes outstanding
plus any compounded interest unpaid can be converted to equity at a conversion
value of 7 pence per Ordinary Share.

 

Related Party Transaction

Downing Strategic Micro-Cap Investment Trust PLC and Moulton Goodies Limited
are both substantial shareholders of the Group and therefore are classified as
related parties under the AIM Rules. The directors of the Group having
consulted with WH Ireland as the Company's nominated adviser, consider that
the terms of the Loan Notes are fair and reasonable insofar as the Company's
shareholders are concerned.

Final 2021 Results and Annual Accounts

Following completion of this Convertible Loan Note Issue, the Group will
announce its 2021 final results and annual accounts on or around 23(rd) May
2022.

 

Kevin Davidson, CEO of NBB, commented: "We are delighted to announce this
convertible funding which will allow us to accelerate the growth of our fee
earning team which has gathered real momentum in 2022.  We would like to
thank Downing and Moulton Goodies for their continued support as we expand the
business and invest in new high performing talent."

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

For further information, please contact:

Norman Broadbent plc                  +44 (0) 20 7484 0000

Kevin Davidson

Peter Searle

Steve
Smith

WH Ireland Limited                        +44 (0) 20
7220 1666

Jessica Cave

Darshan Patel
 

 

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