REG - Team PLC - Convertible Loan Note and Notice of EGM

TeamAnnouncement

23/12/2024 10:45

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RNS Number : 1313R  Team PLC  23 December 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF EU
REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

23 December 2024

 

 

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

 

B Convertible Loan Note and Notice of Extraordinary General Meeting

TEAM plc (AIM: TEAM), the wealth, asset management and complementary
financial services group, is pleased to announce that it is raising up to
£1,000,000 (gross) through the subscription for B unsecured 8% convertible
loan notes ("Convertible Loan Notes" or "CLNs") at par value by NFG Capital
Limited. (the "Noteholder").

The net proceeds of the issue of the CLNs will provide funding for the Company
for working capital purposes and towards funding deferred consideration
payments.

Details of the Convertible Loan Notes:

·    The principal amount of the CLNs is £1,000,000 drawable in tranches
of £250,000, with the first tranche drawn immediately and at least 90 days
between subsequent drawdowns

·    The CLNs are unsecured

·    The CLNs have a term of three years, due 23 December 2027 (the
"Maturity Date"), but may be redeemed early at the option of the Company after
an initial period of at least 12 months. The Noteholder shall not be entitled
to require the redemption of any CLNs prior to the Maturity Date without the
Company's prior written consent

·    The interest will accrue at 8% per annum

·    There is a 2% drawdown fee on each drawdown after the first drawdown

·    For the third and fourth drawdowns, the Company will issue 250,000
warrants to the subscriber, at an exercise price of 10 pence per Share, which
expire on the conversion or repayment of the CLNs

·    The CLNs are convertible into the Company's ordinary shares
("Shares") at any time during the period prior to the third anniversary of
issue, at the election of the Noteholder, at 15 pence per Share (the
"Conversion Price")

·    On the Maturity Date, any CLNs that have not been converted into
Ordinary Shares must be repaid by the Company at par, together with any
accrued interest

·    In the event of a change of control at any time prior to the third
anniversary, the Noteholder shall have the right to convert all or part only
of the CLNs outstanding at the Conversion Price or, if lower, the actual price
per Share at which the change of control event occurs

·    The CLNs will not be listed on any market or stock exchange but can
be transferred by a noteholder with the consent of TEAM

 

Notice of Extraordinary General Meeting

TEAM notifies that it will be holding an Extraordinary General Meeting ("EGM")
at 6 Caledonia Place, St Helier, Jersey JE2 3NG at 2.00 p.m. on Friday 24th
January 2025.

The EGM will be for the purpose of seeking Shareholder approval for authority
to issue shares pursuant to the Conditional Fundraising, WRAP Retail Offer and
the convertible loan notes as announced on 3, 5, 12, and 20 December 2024,
together with a renewed general authority.

The notice of EGM has been posted to Shareholders and can be viewed and
downloaded from the Company's website: TEAM plc - Notice of AGMs
(https://teamplc.co.uk/investor-relations/notice-of-agms/)

Non-Executive Director change

Michael Gray will be standing down as a non-executive director of TEAM plc on
31 December 2024. His position will not be replaced. Philip Taylor will become
the Chair of the Remuneration Committee and continue as Senior Non-Executive
director with a casting vote in the event of a deadlock of the board on voting
matters.

Mark Clubb, Executive Chair, comments:

"As Executive Chairman and a major shareholder, I would like to sincerely
thank Michael Gray for his invaluable contributions as a Non-Executive
Director since our IPO. Michael's insight, dedication, and strategic counsel
have been instrumental in our journey, and we are deeply grateful for his
support and guidance. We wish him every success in his future endeavours."

For further information, please contact:

 

Enquiries to

 TEAM plc                                                                 +44 1534 877 210

                                                                        (https://url.avanan.click/v2/___tel:+1534877210___.YXAxZTpzaG9yZWNhcDphOm86NTBkODM5NDVhYzUyMjRjNDQwMTMyNWUyM2NkMjkwNDM6NjpiMWZkOjA1ZTQ1MjRjZmJmMjY5OGEzMjdjMjRkODA4ZDg0MTc2ZmQ1ZWM5MGU0ZDk5YTk2YTViZjQxNmYzMjFjNGZiNjA6cDpU)
 Mark Clubb, Executive Chair

 Matthew Moore, CFO and COO

 Strand Hanson (Nominated Adviser to TEAM)                                +44 207 409 3494

 Richard Johnson, James Spinney, David Asquith
 Oberon Capital (Broker to TEAM)                                          +44 20 3179 0500

 Michael Seabrook, Adam Pollock, Jessica Cave
 Novella Communications (Financial Public Relations)                      +44 20 3151 7008

 Tim Robertson, Claire de Groot, Safia Colebrook
 Hannam & Partners (Financial Adviser to TEAM)                            +44 20 7907 8500

 Giles Fitzpatrick, Richard Clarke

www.teamplc.co.uk
(https://url.avanan.click/v2/___http:/www.teamplc.co.uk___.YXAxZTpzaG9yZWNhcDphOm86NTBkODM5NDVhYzUyMjRjNDQwMTMyNWUyM2NkMjkwNDM6NjpmMGY2OmE3NmNlYjYzYmFhYjIwYzc2ODI1ZjkwYjQxODQ1ZjgwZjRhNGNiMWM4M2IwNTQ5Y2JlZWFmMjg2OGFjZWMyNWI6cDpU)

 

 

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