REG - RBG Holdings PLC - Result of Placing and Subscription

RBG HoldingsAnnouncement

22/02/2024 15:45

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RNS Number : 1652E  RBG Holdings PLC  22 February 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE
FUNDRAISING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

22 February 2024

 

RBG Holdings plc

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

 

Result of Placing and Subscription

 

RBG Holdings plc (AIM: RBGP), the legal and professional services group, is
pleased to announce that, further to the announcement made at 7.00 a.m. today
(the "Launch Announcement"), the Placing has successfully closed at the Issue
Price of 9.0 pence per share. The Company has conditionally raised gross
proceeds of approximately £1.6 million through the issue of 17,673,144
Placing Shares (comprising 9,533,125 Firm Placing Shares and 8,140,019
Conditional Placing Shares) and gross proceeds of approximately £1.2 million
through the issue of 13,753,275 Subscription Shares.

 

Singer Capital Markets acted as sole bookrunner in connection with the
Placing.

 

In addition to the Placing and the Subscription, a separate conditional Retail
Offer to existing Shareholders via the Bookbuild Platform to raise further
proceeds of up to £0.70 million (before expenses) at the Issue Price will
open to eligible investors at 7.00 a.m. on 23 February 2024. A separate
announcement will be made by the Company regarding the Retail Offer and its
terms.

 

The Firm Placing is conditional upon, inter alia, First Admission becoming
effective. The Conditional Placing, the Subscription and the Retail Offer are
conditional upon, inter alia, the passing of the Fundraising Resolutions to be
proposed at the General Meeting of Shareholders to be held at the offices of
Memery Crystal, 165 Fleet Street, London EC4A 2DY at 11.00 a.m. on 12 March
2024. The Placing is also conditional on the Placing Agreement not being
terminated in accordance with its terms.

 

Net proceeds from the Fundraising will be used to:

·      Reduce the use of the HSBC facilities;

·      Ease the pressure on the Group's cash management function; and

·      Benefit from the material savings in interest payments in FY 2024
and beyond through lower borrowings.

 

 

Jon Divers, CEO of RBG Holdings plc, said:

 

"I would like to thank our existing shareholders for their support. Following
the successful closing of the Bookbuild, we are also pleased to be launching
the Retail Offer, thereby providing an opportunity for our wider shareholder
base to participate in the Fundraising.

 

"The net proceeds from the Fundraising will help to reduce reliance on the
Group's facilities with HSBC, which should in turn result in material savings
on interest payments as borrowings reduce.

 

"Coupled with other cost saving initiatives planned for the year ahead, the
Board is confident that the Company's balance sheet will strengthen during
2024, allowing management to resume focus on growing the business of the Group
through its core operations."

 

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the Launch Announcement.

 

Related Party Transactions

 

Certain Directors (the "Participating Directors") have conditionally agreed to
subscribe for, in aggregate, 11,111,111 Subscription Shares at the Issue
Price. Details of the Participating Directors' conditional participation in
the Subscription, and their respective resulting interests in the Enlarged
Share Capital, are set out below:

 

 Participating Director  Number of Existing Ordinary Shares  Number of Subscription Shares subscribed for in the Subscription  Number of Ordinary Shares held  Percentage of Enlarged

on Second Admission
Share Capital (%) *
 Mr Ian Rosenblatt       16,966,464                          9,444,446                                                         26,410,910                      19.63
 Ms Tania Macleod        1,305,044                           333,333                                                           1,638,377                       1.22
 Mr Nick Davis           1,100,674                           333,333                                                           1,434,007                       1.07
 Mr Jon Divers           100,529                             333,333                                                           433,862                         0.32
 Mr Kevin McNair         -                                   333,333                                                           333,333                         0.25
 Mrs Marianne Ismail     100,000                             333,333                                                           433,333                         0.32

 

* Assumes a full take up of the Retail Offer and that no Ordinary Shares other
than the Fundraising Shares are allotted between the date of this announcement
and Second Admission.

 

Investments by the Participating Directors in the Subscription each constitute
related party transactions under Rule 13 of the AIM Rules. The Directors
independent of the Participating Directors, being Patsy Baker (Non-Executive
Director) and David Wilkinson (Non-Executive Director) consider, having
consulted with SCM Advisory as the Company's Nominated Adviser, that the terms
of the participation by the Participating Directors in the Subscription, are
fair and reasonable insofar as Shareholders are concerned.

 

Furthermore, Premier Miton Limited ("Premier Miton"), a substantial
shareholder in the Company (and therefore a related party of the Company for
the purposes of the AIM Rules), has agreed to conditionally subscribe for
8,333,333 Placing Shares at the Issue Price. The participation by Premier
Miton in the Placing is deemed to be a related party transaction pursuant to
Rule 13 of the AIM Rules. The Directors, all of whom are independent of
Premier Miton, consider, having consulted with SCM Advisory as the Company's
Nominated Adviser, that the terms of the participation of Premier Miton in
the Placing, are fair and reasonable insofar as Shareholders are concerned.

 

General Meeting and posting of the Circular

 

The Fundraising (other than the Firm Placing) is conditional on, inter alia,
the Fundraising Resolutions which are required to implement the Conditional
Fundraising being duly passed at the General Meeting to be held at 11.00 a.m.
on 12 March 2024.

 

A Circular, containing further details of the Fundraising and the Notice of
General Meeting, is expected to be despatched to Shareholders on or around 23
February 2024 and the Circular, once published, will be available on the
Company's website at
www.rbgholdings.co.uk/investor-relations/reports-documents-and-circulars/
(http://www.rbgholdings.co.uk/investor-relations/reports-documents-and-circulars/)
.

 

Admission, dealings and total voting rights

 

Application has been made for the admission of 9,533,125 Firm Placing Shares
to trading on AIM and it is expected that First Admission will become
effective and dealings in the Firm Placing Shares will commence at 8.00 a.m.
on 27 February 2024. Immediately following First Admission, the issued share
capital of the Company is expected to comprise 104,864,361 Ordinary Shares
(assuming that no Ordinary Shares other than the Firm Placing Shares are
issued between the date of this announcement and First Admission). Each
Ordinary Share has one voting right and no Ordinary Shares are held in
treasury. Accordingly, immediately following First Admission, the total number
of voting rights in the Company will be 104,864,361. From First Admission,
this figure may be used by Shareholders as the denominator for the calculation
by which they will determine if they are required to notify their interest in,
or a change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

Application will be made for admission of up to 29,671,071 Conditional
Fundraising Shares to trading on AIM and, subject to, inter alia, approval of
the Fundraising Resolutions by Shareholders at the General Meeting, it is
expected that Second Admission will become effective and dealings in the
Conditional Fundraising Shares will commence at 8.00 a.m. on 14 March 2024.
Subject to, inter alia, the passing of the Fundraising Resolutions, a further
announcement will be made in due course in relation to the total number of
voting rights of the Company from Second Admission.

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Kevin McNair, Chief Financial Officer.

 

For further enquiries:

 

 RBG Holdings plc                                                               Via SEC Newgate

 Jon Divers, Chief Executive Officer

 Kevin McNair, Chief Financial Officer

 Singer Capital Markets (Nomad and Broker)                                     Tel: +44 (0)20 7496 3000

 Rick Thompson / Alex Bond / James Fischer / Finn Gordon (Corporate Finance)

 Tom Salvesen (Corporate Broking)

 SEC Newgate (for media/analyst enquiries)                                     Tel: +44 (0)7970 664807

 Tali Robinson / Robin Tozer                                                   rbg@secnewgate.co.uk (mailto:rbg@secnewgate.co.uk)

 

About RBG Holdings plc

·      Further information about RBG Holdings plc is available at:
www.rbgholdings.co.uk (http://www.rbgholdings.co.uk)

·      Further information about Rosenblatt (founded in 1989) is
available at:  www.rosenblatt.co.uk (http://www.rosenblatt.co.uk)

·      Further information about Memery Crystal (founded in 1979) is
available at:  www.memerycrystal.com (http://www.memerycrystal.com)

·      Further information about Convex Capital (founded in 2010) is
available at:  www.convexcap.com (http://www.convexcap.com)

 

 

IMPORTANT NOTICES

 

Forward-looking statements

 

This Announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, or any statements
preceded by, followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would", "could"
or "similar" expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules.

Notice to overseas persons

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand, the Republic of South Africa, or any jurisdiction into which the
publication or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the capital of the
Company in Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any jurisdiction in which such offer or solicitation would be unlawful or
require preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons into whose
possession this Announcement comes are required by the Company and Singer
Capital Markets to inform themselves about, and to observe, such restrictions.
No action has been taken by the Company, Singer Capital Markets or any of
their respective affiliates or any person acting on its or their behalf that
would permit an offering of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale into the United States, or to, or for the account or
benefit of U.S. Persons or persons in the United States.  The securities
referred to herein have not been and will not be registered under the
Securities Act or the securities laws of any state or other jurisdictions of
the United States and may not be offered or sold in the United States, or to,
or for the account or benefit of U.S. Persons or persons in the United States.
Each Placee will be required to warrant that it and any account with respect
to which it exercises investment discretion is outside the United States and
is not a U.S. Person.

General

SCM Advisory, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser and Singer Capital Markets, which is
authorised and regulated in the United Kingdom by the FCA, is acting as broker
to the Company in connection with the Placing. Neither SCM Advisory nor Singer
Capital Markets will be responsible to anyone other than the Company for
providing the protections afforded to customers of SCM Advisory or Singer
Capital Markets or for advising any other person on the arrangements described
in this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. No undertaking,
representation, warranty or other assurance, expressed or implied, is made by
SCM Advisory or Singer Capital Markets or by any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates as to, or
in relation to, the accuracy, fairness or completeness of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested person
or its advisers and any liability thereof is expressly disclaimed. SCM
Advisory's responsibilities as the Company's nominated adviser under 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 or to any other person.

This Announcement has been issued by, and is the sole responsibility of, the
Company. None of the information in this Announcement has been independently
verified or approved by Singer Capital Markets or any of their respective
partners, directors, officers, employees, advisers, consultants or affiliates.

In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

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 the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of securities and any income expected from them may go down as well
as up and investors may not get back the full amount invested upon disposal of
the securities. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial adviser.

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

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer Capital Markets will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

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