REG - React Group PLC - Completion of Placing

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28/10/2024 11:30

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RNS Number : 8856J  React Group PLC  28 October 2024

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO REACT GROUP PLC AND
ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(596/2014/EU) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND AS MODIFIED BY
OR UNDER THE EUWA OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("MAR").

 

28 October 2024

 

REACT Group plc

("REACT" or the "Company")

 

Completion of Placing

 

The Board of REACT (AIM: REAT), the leading specialist cleaning and soft
facilities management services provider announces that, further to the
announcement made earlier today in connection with the Acquisition &
Proposed Placing (the "Launch Announcement"), the Placing has now completed.

 

The Company announces that it has successfully placed 1,358,025 Placing Shares
at the Placing Price of 81 pence raising gross proceeds of approximately £1.1
million. Net proceeds from the Placing will be used for working capital
purposes.

 

The Placing was heavily oversubscribed.

 

Investor Presentation

 

REACT Group plc is pleased to announce that Shaun Doak, Chief Executive
Officer, Spencer Dredge, Chief Financial Officer and Mark Braund, Executive
Chairman, will provide a live presentation relating to the Investor
Presentation via Investor Meet Company on 30 October 2024, 12:30 GMT.

 

The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
29 October 2024, 09:00 GMT, or at any time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet REACT
Group plc via:

 

https://www.investormeetcompany.com/react-group-plc/register-investor
(https://url.uk.m.mimecastprotect.com/s/MNwoC90VTkNKLvh0CgFqpXqk?domain=protect.checkpoint.com)

 

Investors who already follow REACT Group plc on the Investor Meet Company
platform will automatically be invited.

 

Admission, Settlement and Dealings

 

It is expected that Admission of the 1,358,025 Placing Shares and the 617,283
Consideration Shares to AIM ("Admission") will occur and that dealings will
commence at 8.00 a.m. on 29 October 2024. The Placing Shares and the
Consideration Shares will rank pari passu with the Existing Ordinary Shares.

 

Together, the Placing Shares and Consideration Shares total 1,975,308 new
Ordinary Shares, equivalent to 8.4 per cent. of the Company's enlarged issued
share capital.

 

Related Party Transaction

 

Octopus Investments ("Octopus"), Dowgate Capital ("Dowgate") and Harwood
Capital ("Harwood") are substantial shareholders in the Company (as defined in
the AIM Rules) and have acquired 425,000, 205,500 and 450,000 Placing Shares
at the Placing Price. The participation of Octopus, Dowgate and Harwood
constitute related party transactions under rule 13 of the AIM Rules.

 

Accordingly, the Directors, consider, having consulted with Singer Capital
Markets Advisory LLP, acting in its capacity as the Company's Nominated
Adviser, that the terms of the participation of Octopus, Dowgate and Harwood
in the Placing is fair and reasonable insofar as the Company's Shareholders
are concerned.

 

Total Voting Rights

 

Following Admission, the Company will have 23,527,069 Ordinary Shares in issue
and no ordinary Shares in treasury. Therefore, the total voting rights in the
Company will be 23,527,069.

 

This figure may be used by shareholders as the denominator for the calculation
by which they may determine if they are required to notify their interest in,
or any change to their interest in, the Company under the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority.

 

Unless otherwise stated, capitalised terms not otherwise defined in the text
of this announcement have the same meanings ascribed to them as in the
"Acquisition, Proposed Placing & Trading Update" announcement published by
the Company on 28 October 2024.

 

For more information:

 

 REACT Group                           Tel: +44 (0) 1283 550 503
 Shaun Doak, Chief Executive Officer

 Spencer Dredge, Chief Financial Officer
 Mark Braund, Chairman

 Singer Capital Markets - Nominated Adviser & Joint Broker                           Tel: +44 (0) 207 496 3000
 Philip Davies / Alex Bond / Oliver Platts

 Dowgate Capital - Joint Broker                                                      Tel: +44 (0) 20 3903 7715
 Stephen Norcross / Nicholas Chambers

 IFC Advisory - Financial PR & IR      Tel: +44 (0) 20 3934 6630
 Graham Herring / Zach Cohen

 

 

About Us:

 

REACT Group plc, the UK's leading specialist cleaning and soft facilities
management services business, operates with three divisions: LaddersFree, one
of the largest commercial window cleaning businesses in the UK; Fidelis
Contract Services ("Fidelis"), a contract cleaning and soft facilities
maintenance business; and REACT business, which primarily provides a solution
to emergency and specialist cleaning situations, both through long-term
framework agreements and on an ad-hoc basis.

 

IMPORTANT NOTICES

 

This Announcement, or any copy of it, and information contained within it, is
restricted and is not for publication, release, transmission, distribution or
forwarding, in whole or in part, directly or indirectly, in or into the United
States, Australia, New Zealand, Canada, the Republic of South Africa or Japan
or any other jurisdiction in which publication, release or distribution would
be unlawful (or to any persons in any of those jurisdictions). 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, acquire or subscribe
for shares in the capital of the Company in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia), or Australia, New Zealand, Canada, the Republic of South Africa
or Japan or any other jurisdiction (or to any persons in any of those
jurisdictions) or any other jurisdiction in which the same would be unlawful.
No public offering of the Placing Shares is being made in any jurisdiction.
This Announcement has not been approved by the London Stock Exchange, nor is
it intended that it will be so approved. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions.

 

The Placing Shares have not been, and will not be, registered under the US
Securities Act 1933, as amended (the "US Securities Act") or with any
securities regulatory authority or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, in or into 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 US Securities Act) pursuant to Regulation S
and otherwise in accordance with applicable laws. No public offering of
securities is being made in the United States. The Placing has not been
approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the Placing Shares.

 

No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation.

 

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published. Members of the
public are not eligible to take part in the Placing. This Announcement
(including the terms and conditions contained in Appendix I to this
Announcement) is for information purposes only and (unless otherwise agreed by
Singer Capital Markets Securities Limited ("Singer Capital Markets") or by
Dowgate Capital Limited ("Dowgate Capital") is directed at and is only being
distributed to persons in the United Kingdom, who are qualified investors,
being persons falling within the meaning of Article 2(e) of the UK Prospectus
Regulation, and who (a) have professional experience in matters relating to
investments falling 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 (b) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may otherwise
lawfully be communicated, (each such persons in (a), (b) and (c) together
being referred to as "Relevant Persons"). This Announcement (including the
terms and conditions set out in this Announcement) must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement (including the terms and
conditions set out herein) relates is available only to, and will be engaged
in only with, Relevant Persons.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Singer Capital Markets or Singer
Capital Markets Advisory LLP ("SCM Advisory"), or by Dowgate Capital 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 therefore is
expressly disclaimed.

 

Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the FCA is acting solely for the Company and no-one else in
connection with the Placing and the transactions and 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. Singer Capital
Markets is not responsible to anyone, other than the Company, for providing
the protections afforded to clients of Singer Capital Markets or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.

 

SCM Advisory, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser to the Company for the purposes of the AIM
Rules and no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not be responsible to 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. SCM Advisory is not responsible to anyone, other than the
Company, for providing the protections afforded to clients of SCM Advisory or
for providing advice in connection with the contents of this Announcement, the
Placing or the transactions and arrangements described herein. 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.

 

Dowgate Capital, which is authorised and regulated in the United Kingdom by
the FCA is acting solely for the Company and no-one else in connection with
the Placing and the transactions and 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. Dowgate Capital
is not responsible to anyone, other than the Company, for providing the
protections afforded to clients of Dowgate Capital or for providing advice in
connection with the contents of this Announcement, the Placing or the
transactions and arrangements described herein.

 

None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or SCM Advisory or Dowgate Capital or
any of their respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or liabilities, if
any, imposed on Singer Capital Markets and/or SCM Advisory and/or Dowgate
Capital by FSMA or by the regulatory regime established under it, no
responsibility or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Singer Capital Markets or SCM Advisory or Dowgate
Capital any of their respective partners, directors, officers, employees,
advisers, consultants or affiliates whatsoever for the contents of the
information contained in this Announcement (including, but not limited to, any
errors, omissions or inaccuracies in the information or any opinions) or for
any other statement made or purported to be made by or on behalf of Singer
Capital Markets or SCM Advisory and/or Dowgate Capital or any of their
respective partners, directors, officers, employees, advisers, consultants or
affiliates in connection with the Company, the Placing Shares or the Placing
or for any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this Announcement or its contents or
otherwise in connection with this Announcement or from any acts or omissions
of the Company in relation to the Placing. Singer Capital Markets, SCM
Advisory, Dowgate Capital and their respective partners, directors, officers,
employees, advisers, consultants and affiliates accordingly disclaim all and
any responsibility and liability whatsoever, whether arising in tort, contract
or otherwise in respect of any statements or other information contained in
this Announcement and no representation or warranty, express or implied, is
made by Singer Capital Markets or SCM Advisory and/or Dowgate Capital or any
of its partners, directors, officers, employees, advisers, consultants or
affiliates as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.

 

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets, SCM Advisory and/or Dowgate Capital 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. Persons into whose possession this Announcement comes are
required by the Company, Singer Capital Markets, SCM Advisory and Dowgate
Capital to inform themselves about, and to observe, such restrictions.

 

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.

 

In connection with the Placing, Singer Capital Markets and any of its
respective 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 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.

 

This Announcement contains and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company'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", "would", "likely", "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 the Company. There are a number of factors
that could cause actual results or developments to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. No representation or warranty is made
as to the achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of the date
they are made. These forward-looking statements reflect the Company's judgment
at the date of this Announcement and are not intended to give any assurance as
to future results and the Company cautions that its actual results of
operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement or made verbally
by the Company and/or information incorporated by reference into this
Announcement. The information contained in this Announcement is subject to
change without notice and except as required by applicable law or regulation,
the Company, its directors, Singer Capital Markets, their respective
affiliates and any person acting on its or their behalf each expressly
disclaims any obligation or undertaking to publish any updates, supplements or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statements
are based, except where required to do so under applicable law or regulation
or by the FCA or the London Stock Exchange.

 

Any investment decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of this Announcement and Publicly Available
Information, which has not been independently verified by Singer Capital
Markets or SCM Advisory or Dowgate Capital. This Announcement does not
constitute a prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the sole basis for any decision in
respect of the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation that any
investor should subscribe for, purchase, otherwise acquire, sell or otherwise
dispose of any such securities. Recipients of this Announcement who are
considering acquiring Placing Shares pursuant to the Placing are reminded that
they should conduct their own investigation, evaluation and analysis of the
business and data described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a guide to
future performance, and investors may not get back the full amount invested
upon the disposal of such securities. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice. Each investor
or prospective investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.

 

References in this Announcement to other materials, such as a website address,
have been provided to direct the reader to other sources of information on the
Company which may be of interest. Neither the content of the Company's website
(or any other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.

 

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

Information to Distributors

 

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets, SCM Advisory and/or Dowgate Capital or
any of its affiliates 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. Persons into whose possession this
Announcement comes are required by the Company, Singer Capital Markets, SCM
Advisory and Dowgate Capital to inform themselves about, and to observe, such
restrictions.

 

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, SCM
Advisory and Dowgate Capital 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.

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