REG - RBG Holdings PLC - Sale of LionFish Litigation Finance Limited

RBG HoldingsAnnouncement

12/07/2023 07:00

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RNS Number : 7154F  RBG Holdings PLC  12 July 2023

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as retained as part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (as amended). Upon the publication of this
announcement, this inside information is now considered to be in the public
domain.

 

 

 12 July 2023

 

RBG Holdings plc

("RBG" or the "Group")

 

Sale of LionFish Litigation Finance Limited

 

RBG Holdings plc (AIM: RBGP), the legal and professional services group, is
pleased to announce it has completed the disposal of LionFish Litigation
Finance Limited ("LionFish") to Blackmead Infrastructure Limited
("Blackmead")(1).

 

Last year, the Board announced the decision to divest LionFish, a non-core
business which finances litigation matters run by third-party solicitors, to
reduce the Group's exposure to third-party litigation funding commitments.

 

The consideration for the disposal is up to £3.07 million, comprising an
immediate payment of £1.07 million to be used for repayment of an
intercompany loan, an additional payment of up to £2.0 million, subject to
performance conditions to be used to repay additional intercompany debt, and
£1 for the entire share capital of LionFish(2).  The proceeds from the sale
will be used for working capital purposes and to reduce net debt of the Group.

 

The Company's payout under the performance conditions is subject to the
successful outcome of cases being acquired by Blackmead. The level of payout
is dependent on the return generated by each case and subject to a waterfall
whereby Blackmead, as principal risk taker, will be paid a preferential amount
upon successful outcome.

 

As part of the disposal, Blackmead will acquire four of the eight live
investments within LionFish with a net asset value of £4.05 million. RBG will
be fully discharged from ongoing funding commitments in relation to the
disposed investments which are currently estimated to be £2.6 million. The
four investments that the Group is retaining are fully funded with an asset
value of £2.23 million.  Accordingly, the Group will report a non-cash loss
on the disposal of £0.98 million.

 

Jon Divers, CEO, RBG, said: "Having agreed that LionFish would be better
placed in a dedicated asset management business, we are pleased to have
completed this disposal.  We have delivered cash back to the Group, reduced
our net debt, with the potential to receive additional cash depending on
LionFish's future performance. Our focus is now on driving organic growth from
our established legal businesses, Rosenblatt and Memery Crystal, and our
M&A business, Convex Capital, which has a growing pipeline of potential
opportunities."

 

(1) The ultimate beneficial owner of Blackmead is Averon Park Limited.
Foresight Group LLP is the manager of investments made by Averon Park Limited

(2) In the Company's 2022 Annual Report & Accounts, LionFish was
classified as a Discontinued Operation with operating losses (before
non-underlying items) of £4.8m (2021: £3.5m operating profit)

 

 

Enquiries:

 

 RBG Holdings plc                                                 Via SEC Newgate

 Jon Divers, Chief Executive Officer

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

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

 Tom Salvesen (Corporate Broking)

 SEC Newgate (for media/analyst enquiries)                       Tel: +44 (0)7540106366

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

 

 

About RBG Holdings plc

RBG Holdings plc is a legal and professional services group, which comprises
three core brands:

 

Rosenblatt

Rosenblatt is one of the UK's pioneering legal practices and a leader in
dispute resolution. Rosenblatt provides a range of legal services to its
diversified client base, which includes companies, banks, entrepreneurs and
individuals. Complementing this is Rosenblatt's increasingly international
footprint, advising on complex cross-jurisdictional disputes.

 

Memery Crystal

Memery Crystal offers legal services in a range of areas such as corporate
(including a market-leading corporate finance offering), real estate,
commercial, IP & technology (CIPT), banking & finance, tax &
wealth structuring and employment. Memery Crystal offers a partner-led service
to a broad range of clients, from multinational companies, financial
institutions and owner-managed businesses to individual entrepreneurs.

 

Convex Capital Limited

Convex Capital is a specialist sell-side M&A boutique based in Manchester.
Convex Capital is entirely focused on helping companies, particularly
owner-managed and entrepreneurial businesses, realise their value through
sales to large corporates. Convex Capital identifies and proactively targets
firms that it believes represent attractive acquisition opportunities.

 

 

Further information is available at: www.rbgholdings.com
(http://www.rbgholdings.com/) .

 

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