REG - Team PLC - Convertible Loan Notes

TeamAnnouncement

05/12/2024 07:00

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RNS Number : 8708O  Team PLC  05 December 2024

5 December  2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF TEAM PLC IN ANY JURISDICTION WHERE TO
DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

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"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

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

 

 Convertible Loan Notes

Fundraising Update

TEAM plc (AIM: TEAM), the wealth, asset management and complementary
financial services group, is pleased to announce that it is raising £250,000
through the subscription for unsecured convertible loan notes at par value.

Details of the Convertible Loan Notes:

·    A further £250,000 is to be subscribed by Growth Financial Services,
a Harwood Capital Management LLP subsidiary ("Noteholder"), the holder of the
existing CLN (the "Original CLN") on the same terms as announced on 7 May
2024, save that Original CLN and further CLN have a five-year maturity reset
to December 2029, and a revised conversion price of 15 pence per share for the
full amount of the CLN (was 25 pence per Share previously)

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

·    The CLN will not be listed on any market or stock exchange but can be
transferred by a noteholder

Update to Equity Fundraise:

Additionally, subsequent to the Company's announcement on 3 December 2024 with
regards to the Equity Fundraise, the Company has received additional demand,
and therefore will issue an additional 150,000 new Ordinary Shares utilising
the Company's existing authority to allot shares for cash on a non-pre-emptive
basis. Application has been made to the London Stock Exchange for admission to
trading on AIM of the additional 150,000 new Ordinary Shares and dealings are
expected to commence on or around Tuesday 10 December 2024.

The total Equity Fundraise will therefore be for 10,815,869 new Ordinary, of
which 9,665,869 new Ordinary Shares will be admitted to trading today as
previously announced, 150,000 new Ordinary Shares are expected to be admitted
to trading on or around Tuesday 10 December 2024 and the remaining 1,000,000
new Ordinary Shares will be issued and admitted to trading on AIM subject to
General Meeting in January 2025.

Together, the Equity Fundraise and the £250,000 CLN have raised
£1,331,686.90 gross proceeds which the Company will use for funding towards
financing of deferred consideration, as well as providing cash for working
capital and general corporate purposes.

The WRAP Retail Offer for up to 1,500,000 new Ordinary Shares remains open and
 is expected to close at 4:30pm on 9 December 2024.

Total Voting Rights:

Following First Admission at 8.00 a.m. today the Company's issued and fully
paid share capital will consist of 49,345,383 Ordinary Shares, all of which
carry one voting right per share. The Company does not hold any Ordinary
Shares in treasury. Therefore, the total number of Ordinary Shares and voting
rights in the Company at this date will be 49,345,383 Ordinary Shares.

 Following admission of the additional 150,000 new Ordinary Shares at 8.00
a.m. on or around Tuesday 10 December 2024 the Company's issued and fully paid
share capital will consist of 49,495,383 Ordinary Shares, all of which carry
one voting right per share. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting rights in
the Company at this date will be 49,495,383 Ordinary Shares.

Capitalised terms in this announcement have the same meaning as defined in the
Equity Fundraising announcement on 3 December 2024 unless defined otherwise.

 For further information, please contact:

Enquiries to

 TEAM plc                                                                       +44 1534 877 210

 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, Lucia Sviatkova

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

 

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