REG - Portmeirion Group - Result of Placing and Notice of General Meeting

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RNS Number : 9165G  Portmeirion Group PLC  04 June 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").

For immediate release

4 June 2026

Portmeirion Group plc

("Portmeirion" or the "Company")

 

Result of Placing

 and

Notice of General Meeting

 

Upsized Placing raising £17.0 million

Portmeirion Group plc (AIM: PMP), the global homeware brands group, is pleased
to announce that, further to the announcement made yesterday regarding the
Fundraise (the "Launch Announcement"), it has conditionally raised gross
proceeds of £17.0 million (before fees and expenses) by way of a placing (the
"Placing") of 34,000,000 ordinary shares of 5 pence each (the "Ordinary
Shares") in the capital of the Company (the "Placing Shares") at a price of 50
pence per Placing Share (the "Issue Price").

The Launch Announcement detailed a Placing size of at least £15.0 million.
Given the significant oversubscription following the launch of Placing and the
desire to further strengthen the Group's balance sheet in line with its
'Fortress Balance Sheet', strategy, the Board has decided to upsize the
Placing to £17.0 million.

Shore Capital Stockbrokers Limited ("SCS") is acting as sole bookrunner in
connection with the Placing (the "Bookrunner"). Allocations in the Placing
will be confirmed to Placees as soon as practicable today.

Capitalised terms not defined in this announcement (this "Announcement") have
the meanings given to them announcement issued by the Company on 3 June 2026
regarding the Fundraise.

 

 

 

Highlights

 ·         The Company has conditionally raised, in aggregate, gross proceeds of £17.0
           million at the Issue Price through an upsized Placing.
 ·         All Directors are participating in the Placing and have agreed to subscribe
           for an aggregate amount of £250,000.
 ·         On Admission, the Placing Shares will represent approximately 70.8 per cent.
           of the Company's issued ordinary share capital as enlarged by the Placing.

 

Peter Tracey, Non-Executive Chairman of Portmeirion Group commented:

"This Placing marks a major step forward towards achieving our Fortress
Balance Sheet objective. On completion of the Placing, and with a new 5-year
ABL facility in place, we can focus on delivering our 'Portmeirion: Elevated'
transformation plan from a position of financial strength. We expect the
balance sheet to improve further over the next 12 months with the self-help
initiatives we have already announced.

 

We are delighted to see the Placing has been significantly oversubscribed and
we are grateful to all participating shareholders for their support, from
Sweden and Great Britain, existing and new. We have an experienced senior
leadership team in place led by CEO Michael Scheepers, an exciting growth plan
for 2027 and beyond, a substantially strengthened financial position and a
portfolio of exceptional homeware brands. This gives the Board significant
confidence in the medium- and long-term prospects for the Company to create
substantial value for our shareholders."

 

ENQUIRIES:

 

 Portmeirion Group PLC:
 Peter Tracey, Non-Executive Chair           Via Houston PR
 Michael Scheepers, Chief Executive Officer
 Jon Hill, Group Finance Director

 Houston                                     portmeiriongroup@houston.co.uk

 (PR advisers)
 Kate Hoare                                  +44 (0)204 529 0549
 Charlie Barker                              +44 (0)773 303 2695

 Shore Capital:

 (Nominated Adviser and Sole Bookrunner):    +44 (0) 207 408 4090
 Patrick Castle

 Lucy Bowden
 Isobel Jones

 

NOTES TO EDITOR:

Portmeirion Group PLC is a global homeware brands group based in
Stoke-on-Trent, England. The Group owns six unrivalled heritage and
contemporary brands: Spode, Portmeirion, Royal Worcester, Pimpernel, Wax
Lyrical, and Nambé. The Group serves markets across the world, with global
demand driven by diversified international markets including the key
geographies of North America, UK, and South Korea.

The Company's LEI is 213800E9IW8V7ILK8L47.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Further Information

Retail Offer

The Company will also launch a Retail Offer through the Bookbuild Platform to
raise gross proceeds of up to £2 million (before fees and expenses). The
Retail Offer provides existing retail Shareholders in the United Kingdom with
an opportunity to participate in the Fundraising at the same price as the
Placing. The results of the Retail Offer are expected to be announced on 10
June 2026.

Directors' participation in the Placing

The Directors have participated in the Placing as set out below (the
"Directors' Participation").

 Director           Position                       Amount (£)   Placing Shares
 Angela Luger       Senior Non-Executive Director  15,000       30,000
 Jeremy Wilson      Non-Executive Director         20,000       40,000
 Jonathan Hill      Group Finance Director         50,000       100,000
 Michael Scheepers  Chief Executive Officer        50,000       100,000
 Peter Tracey       Non-Executive Chairman         115,000      230,000
 Total                                             250,000      500,000

 

Substantial Shareholder participation in the Fundraise

Further to the Fundraise announcement, AB Traction and Peter Gyllenhammar AB
are participating in the Fundraise as set out below.

AB Traction has agreed to subscribe for 11,000,000 Placing Shares. As at 2
June 2026, being the last business day prior to the date of the Launch
Announcement, so far as the Company is aware, AB Traction held 2,233,408
Existing Ordinary Shares representing 15.93 per cent. of the Company's issued
share capital. As such, AB Traction is a substantial shareholder of the
Company and its participation in the Placing is considered to be a related
party transaction pursuant to AIM Rule 13. The Directors consider, having
consulted with the Company's nominated adviser, Shore Capital & Corporate
Limited, that the terms of AB Traction's participation in the Placing are fair
and reasonable insofar as the Shareholders are concerned.

Peter Gyllenhammar AB has agreed to subscribe for 2,000,000 Placing Shares. As
at 2 June 2026, being the last business day prior to the date of the Launch
Announcement, so far as the Company is aware, Peter Gyllenhammar AB held
1,818,050 Existing Ordinary Shares representing 12.97 per cent. of the
Company's issued share capital. As such, Peter Gyllenhammar AB is a
substantial shareholder of the Company and its participation in the Placing is
considered to be a related party transaction pursuant to AIM Rule 13. The
Directors consider, having consulted with the Company's nominated adviser,
Shore Capital & Corporate Limited, that the terms of Peter Gyllenhammar
AB's participation in the Placing are fair and reasonable insofar as the
Shareholders are concerned.

Details of the Placing

The Placing is conditional upon, inter alia, the passing of the Resolutions
and the Placing Agreement between the Company and the Bookrunner not having
been terminated in accordance with its terms. The Retail Offer is conditional
on the Placing but the Placing is not conditional on the Retail Offer.

A circular (the "Circular"), containing details of the Fundraise and convening
a general meeting of the Company is expected to be posted to Shareholders on 5
June 2026. The General Meeting is proposed to be held at the Company's
registered office, being London Road, Stoke On Trent, Staffordshire, ST4 7QQ,
at 10:00 a.m. on 23 June 2026 (the "General Meeting") in order to pass the
resolutions (the "Resolutions). The Circular will be available on the
Company's website when published at
https://www.portmeiriongroup.com/investors/aim-rule-26
(https://www.portmeiriongroup.com/investors/aim-rule-26) .

 

Irrevocable Undertakings

In consideration of the Company agreeing to launch the Fundraise, publish the
Circular and convene the General Meeting, the Shareholders, as set out below,
have provided irrevocable undertakings to vote or, where applicable, to
procure the casting of votes by the registered holder, in favour of the
Resolutions.

Accordingly, in aggregate, irrevocable undertakings have been received from
Shareholders who, in aggregate, hold 6,996,120 Existing Ordinary Shares,
representing 49.90 per cent. of the Existing Ordinary Shares.

Shareholders

 Name                                             Ordinary Shares subject to irrevocable  Percentage of Existing Ordinary Shares
 AB Traction                                      2,233,408                               15.93
 The Caroline Fulbright Settlement                1,436,195                               10.24
 Shahrzad Farhadi                                 632,333                                 4.51
 Kamrouz Farhadi                                  562,917                                 4.01
 Charles Stanley                                  394,000                                 2.81
 The Second Caroline Fulbright Settlement         356,077                                 2.54
 Robin Llwelyn                                    192,000                                 1.37
 Jeremy Robert Stiff                              165,906                                 1.18
 Caroline Anwyl Cooper-Willis                     160,000                                 1.14
 Sian Cwper                                       155,901                                 1.11
 Kian Farhadi                                     142,631                                 1.02
 Ata Farhadi                                      142,631                                 1.02
 Ymddiriedolaeth Susan Williams-Ellis Foundation  44,308                                  0.32
 Seran Arianwen Dolma                             42,000                                  0.30
 Melangell Dolma                                  42,000                                  0.30
 Ceirios Huws                                     42,000                                  0.30
 Enfys Angharad Maloney                           42,000                                  0.30
 Miranda Fulbright                                42,000                                  0.30
 Aeronwen Rose Fulbright-Vickers                  22,866                                  0.16
 Total                                            6,851,173                               48.86

 

Directors

 Name           Position                       Ordinary Shares subject to irrevocable  Percentage of Existing Ordinary Shares
 Peter Tracey   Non-Executive Chairman         140,000                                 1.00
 Angela Luger   Senior Non-Executive Director  3,947                                   0.03
 Jeremy Wilson  Non-Executive Director         1,000                                   0.01
 Total                                         144,947                                 1.04

 

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares
and the Retail Offer Shares to be admitted to trading on the AIM market of the
London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 24 June 2026 and dealings
in the Placing Shares and the Retail Offer Shares are expected to commence at
8.00 a.m. on 24 June 2026 or, in each case, such later time and/or date as the
Sole Bookrunner and the Company agrees (being in any event no later than 8.00
a.m. on 30 June 2026).

The Placing Shares and the Retail Offer Shares, when issued, will be credited
as fully paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

The Placing Shares and the Retail Offer Shares will be in registered form and
will be capable of being held in either certificated or uncertificated form
(i.e. in CREST). Accordingly, following Admission, settlement of transactions
in the Ordinary Shares may take place within the CREST system if a Shareholder
so wishes. Shareholders who wish to receive and retain share certificates are
able to do so.

The ISIN number of the New Ordinary Shares is GB0006957293. The TIDM is PMP.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Jonathan Hill, a Director of the Company.

Important Notices

SCC which is authorised and regulated in the UK by the FCA, is acting as
nominated adviser to the Company in connection with the matters described in
this Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCC is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCC will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCC or for advising any other person on the arrangements described
in this Announcement. The responsibilities of SCC as the Company's nominated
adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder, or other person in respect of their decision to acquire
shares in the capital of the Company in reliance on any part of this
Announcement, or otherwise.

 

SCS which is authorised and regulated in the UK by the FCA, is acting as
Bookrunner to the Company in connection with the matters described in this
Announcement and is not acting for any other persons in relation to the
Fundraise and Admission. SCS is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and persons
receiving this Announcement should note that SCS will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SCS or for advising any other person on the arrangements described
in this Announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Bookrunner or by any of its Representatives as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

 

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Portmeirion's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Portmeirion,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Portmeirion and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
Portmeirion's profitability and ability to access capital and credit, a
decline in Portmeirion's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of Portmeirion may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of
Portmeirion speak only as of the date they are made. Except as required by
applicable law or regulation, Portmeirion expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in
Portmeirion's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Portmeirion for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of Portmeirion.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.

 

Investors who have chosen to participate in the Fundraise, by making or
accepting an oral, electronic or written and legally binding offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety and to be making an offer and acquiring the Placing Shares on
the terms and subject to the conditions contained herein and to be providing
the confirmations, representations, warranties, agreements, acknowledgements
and undertakings contained in the Appendix.

 

This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia)
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or any other jurisdiction of the
United States. Accordingly, the Placing Shares will be offered and sold only
outside of the United States in "offshore transactions" (as such term is
defined in Regulation S under the Securities Act ("Regulation S")) pursuant to
Regulation S and otherwise in accordance with applicable laws. No public
offering of the Placing Shares is being made in the United States or
elsewhere.

 

The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Shore Capital or any of their respective affiliates,
or any of their respective directors, officers, partners, employees, advisers
and/or agents that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
to inform themselves about, and to observe, such restrictions.

 

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside the United
Kingdom or the EEA.

 

This Announcement does not contain an offer or constitute any part of an offer
to the public. This Announcement is not a "prospectus" within the meaning of
Regulation 21(1) of the Public Offers and Admissions to Trading Regulations
2024 ("POATR") and a copy of it has not been, and will not be, delivered to
any authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with the EU Prospectus Regulation or the POATR) to be
published. All offers of the Placing Shares will be made available pursuant to
an exemption under the POATR or the EU Prospectus Regulation from the
requirement to produce an admission document or prospectus.

 

The contents of this Announcement have not been examined or approved by the
London Stock Exchange, nor has it been approved by an "authorised person" for
the purposes of Section 21 of the FSMA. This Announcement is being distributed
to persons in the United Kingdom only in circumstances in which section 21(1)
of the FSMA does not apply.

 

This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Fundraise will only be available to, and
will only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.

 

Neither the content of Portmeirion's website (or any other website) nor the
content of any website accessible by hyperlinks on the Company's website (or
any other website) is incorporated in, or forms part of, this Announcement.

 

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