REG - Purplebricks Group - Trading Update & Update on Strategic Review & FSP

PurplebricksAnnouncement

09/05/2023 07:15

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RNS Number : 7202Y  Purplebricks Group PLC  09 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This announcement contains inside information for the purposes of article 7 of
Regulation 596/2014 as amended and transposed into UK law in accordance with
the European Union (Withdrawal) Act 2018 ("UK MAR").

9 May 2023

Purplebricks Group plc

("Purplebricks", the "Company" or the "Group")

FY23 Trading Update and Update on Strategic Review and Formal Sale Process

Purplebricks Group plc (AIM: PURP) provides an update on current trading and
on the progress of its Strategic Review and Formal Sale Process.

FY23 Trading Update

The Group expects to have finished the financial year ended 30 April 2023
("FY23") in line with management expectations, as announced on 17 February
2023. However, instruction 1  levels did not increase through Q4 of FY23 as
previously anticipated (5,672 in Q4 of FY23; 10,964 in Q4 FY22), which is
anticipated to primarily impact on revenue and EBITDA for FY24 (due to revenue
deferral accounting adjustments which mean revenue is recognised throughout
the period of service provision). In light of the Group's current financial
position, the Group's payment processor for 'pay now' instructions has
exercised its right to withhold a portion of remittances to the Group. This
withholding and level of instructions has impacted the Company's cash
position, which as at 30 April 2023 is estimated to have stood at c. £9.1
million. The Board now expects that the previously anticipated return to cash
generation in early FY24 is unlikely, given the trading performance of the
Group, and whilst the Strategic Review and resultant uncertainty around the
future of the Group remain ongoing.

The term of the Group's contractual arrangements with its finance provider in
relation its 'pay later' offering ended on 30 April 2023 2 . The arrangement
has been extended for a short period (with a further short term extension
under discussion) while the Group's Strategic Review is ongoing. Should the
Group not be able to agree revised terms for the financing to support its pay
later offering, or should those terms be disadvantageous to the Group or its
customers, this would accelerate the Group's utilisation of its remaining cash
reserves.  Any further increased rate of withholding by the Group's payment
processor for pay now instructions would also accelerate the Group's
utilisation of its remaining cash reserves.

In light of the above, the Board believes it is necessary to conclude the
Strategic Review and the Formal Sale Process promptly and in a manner that
provides more certainty around the Group's future ownership, that provides the
business with access to additional funding and results in a longer term
extension to the finance for its pay later offering. In the view of the Board,
a conclusion to the process is necessary in the interests of shareholder
value, and to create greater stability and clarity for the future of the
Company, its employees, its funding partners and its customers.

Update on Strategic Review and Formal Sale Process

Prior to launching the Formal Sale Process a comprehensive Strategic Review
was launched on 17 February 2023, which considered all options for the future
of the business, including the potential for an equity fund raising and the
sale of the Company or some or all of the Group's business and assets. At that
time and following consultation with the Group's largest shareholders, it was
concluded that an equity fund raise was not a viable option to recognise the
potential of the Group, and having received several credible expressions of
interest, it was the opinion of the Board that a Formal Sale Process be
launched to fully explore a potential sale of the Group.

The Formal Sale Process has been ongoing since 1 March 2023, and in this time
the Group has engaged with a significant number of potential offerors, both
via outbound and inbound approaches. The Formal Sale Process has involved
several rounds of bidding designed to identify the most credible potential
offerors, considering both the value being offered to Purplebricks'
shareholders, and the ability to deliver certainty for the Group and its
stakeholders in a short timeframe.

Presently, a small number of parties remain in discussions with the Group in
relation to the sale of the Company or some or all of the Group's business and
assets.

Negotiations are ongoing, however, at the current time, the transactions being
contemplated, if concluded, would be expected to deliver returns to
shareholders materially below the Company's current share price.  There can
be no guarantee that these negotiations will result in any such transaction,
and there can also be no certainty on the timings or level of any return to
shareholders.

Given the expected level of potential returns to shareholders the option of an
equity fund raise has been revisited but is still considered to lack the
necessary support. The Board with the assistance of its advisers will continue
to engage with shareholders to understand their views on the options for the
Group.

 

Enquiries
 

 Purplebricks
 Helena Marston (CEO) and Dominique Highfield (CFO)        Via M7 Communications Ltd
 Zeus (Financial Adviser, Nominated Adviser & Broker)      + 44 (0) 20 3829 5000
 Jamie Peel, James Hornigold (Investment Banking)
 Benjamin Robertson (Corporate Broking)
 PricewaterhouseCoopers LLP (Financial Adviser)            +44 (0) 20 7583 5000
 Jon Raggett
 M7 Communications
 Mark Reed                                                 +44 (0) 7903 089 543

                                                           mark@m7communications.co.uk

The person responsible for arranging for the release of this announcement on
behalf of the Company is Dominique Highfield, Chief Financial Officer.

 

About Purplebricks

Purplebricks is a leading technology-led estate agency business, based in the
UK. Purplebricks combines highly experienced and professional Local Property
Partners and innovative technology to help make the process of selling, buying
or letting more convenient, transparent and cost effective. Purplebricks
shares are traded on the London Stock Exchange AIM market.

Important information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

This announcement (including any information incorporated by reference in this
announcement) contains statements about the Company that are or may be deemed
to be forward looking statements. Without limitation, any statements preceded
or followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative thereof, may
be forward looking statements.

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or responsibility to update
publicly or review any forward-looking or other statements contained in this
announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

Notice related to financial adviser

Zeus Capital Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Purplebricks and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Purplebricks for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.

PricewaterhouseCoopers LLP ("PwC") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting exclusively for the
Purplebricks and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Purplebricks for
providing the protections afforded to its clients nor for providing advice in
relation to the subject matter of this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on Purplebricks' website at
https://www.purplebricksplc.com/investors
(https://www.purplebricksplc.com/investors) by no later than 12 noon (London
time) on the first business day following the date of this announcement. For
the avoidance of doubt, the content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

(#_ftnref1) Note: All figures are unaudited and subject to the Company's
financial year end closing procedures.

 1  Instructions represent instructions net of refunds.

 2  Under the Group's 'pay later with conveyancing' product, customers pay on
completion or after 10 months, while the Group receives these funds earlier
(on publication of the customer's advert) from the Group's finance provider,
in exchange for a finance fee.

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