REG - R8 Capital Inv. PLC - Proposed Transaction and Suspension of Listing

R8 Capital InvestmentsAnnouncement

02/10/2023 08:45

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RNS Number : 3394O  R8 Capital Investments PLC  02 October 2023

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

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

 

 

2 October 2023

 

R8 Capital Investments plc

 

(the "Company" or "R8")

 

Proposed Transaction and Suspension of Listing

 

The board of directors of R8 is pleased to announce that it has signed heads
of terms ("Heads of Terms") with Redwood Financial Partners Limited ("RFPL")
which set out the key terms for the proposed acquisition of the entire issued
share capital of RFPL (the "Acquisition"). RFPL is the parent company of
Redwood Bank Limited, a specialist business bank (the "Bank").  The
Acquisition will be conditional, inter alia, on approval being received from
both the FCA and PRA.

 

Although the consideration payable by the Company to the shareholders of RFPL
has not yet been determined and is subject to legal and financial due
diligence, it is anticipated that it will be in excess of £50 million.  The
consideration will be satisfied entirely by the issue of new R8 shares.  The
Company also announces that it intends to carry out a contemporaneous
fundraising to be contributed to the Bank as tier 1 regulatory capital.

 

Redwood Bank is a specialist business bank providing award-winning savings
accounts and secured lending products for British businesses. Launched in
2017, the Bank reached profitability in 2021 and has continued growing
throughout the recent challenging and unprecedented economic environment,
demonstrating the resilience and quality of the Bank's business model and its
product propositions.

 

Should the Acquisition complete, it would constitute a Reverse Take Over
("RTO") under the Listing Rules and accordingly, the Company would apply for
the re-admission of its shares to the Official List and the Main Market of the
London Stock Exchange.

 

Therefore, at the request of the Company, the FCA has suspended the Company's
listing on the standard segment of the Official List and trading on the Main
Market of the London Stock Exchange has also been suspended as of 7.30am
today, pending the publication of a prospectus providing further detail on
RFPL, the Bank and the Company as enlarged by the Acquisition, or an
announcement that the Acquisition or RTO is not proceeding.  Should the RTO
not proceed, then the Company would need to apply for the suspension to be
lifted and for trading to be restored.

 

There can be no certainty that the Acquisition will take place and it remains
subject to, amongst other things, formal terms being agreed and the completion
of legal and financial due diligence and regulatory approvals.

 

A further announcement will be made in due course.

 

-Ends-

Further information:

 

 R8 Capital Investments plc
 Jonathan Rowland / Richard Morecroft         info@r8plc.com
 (mailto:info@r8plc.com)

 Peterhouse Capital Limited                        + 44
 (0) 20 7469 0930

 Corporate Broker

 

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