REG - Team PLC - Placing, Subscription and Wrap Retail Offer

TeamAnnouncement

28/03/2024 07:15

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RNS Number : 6041I  Team PLC  28 March 2024

28 March 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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")

 

 Placing, Subscription and WRAP retail offer

Appointment of Nomad

TEAM plc (AIM: TEAM), the wealth, asset management and complementary
financial services group, is pleased to announce a successful placing of
£710,000 before expenses (the "Placing") and subscription of up to £400,000
before expenses (the "Subscription", and together with the Placing, the
"Fundraise") by way of an issue of up to 5,550,000 new ordinary shares of no
par value ("Ordinary Shares") at a price of 20 pence per share (the "Issue
Price").

Additionally, the Company is pleased to announce the appointment of Strand
Hanson as its Nominated Adviser with immediate effect. Hannam & Partners
act as the Company's financial adviser and Oberon Capital as sole broker.

Placing Highlights

·    Post-balance sheet Placing and Subscription of £1.1 million gives
Company an improved balance sheet

·    Directors have participated in the Placing

·    Funds towards financing of acquisitions and deferred consideration,
as well as providing cash for working capital and general corporate purposes

·    Fundraise supported by existing and new shareholders

·    Provides the Company with a strengthened balance sheet, a strong
platform from which the Company will seek to deliver organic growth and
revenue and cost synergies from the existing Group

·    The Company values its retail shareholder base and believes that it
is appropriate to provide retail shareholders and other eligible investors in
the UK the opportunity to participate on the same terms as the Fundraise, and
the Company is therefore including a WRAP Retail Offer, details of which are
included below

·    The Fundraise and WRAP Retail Offer are conditional on the Company
obtaining the requisite approvals from Shareholders at the Company's annual
general meeting ("AGM")

Commenting on the Fundraise, Mark Clubb, Executive Chairman of TEAM, said:

"I am pleased with the supportive results of the fund raise. Encouragingly we
have added a small number of new shareholders, including institutions. This
underwrites the building blocks that will enable TEAM to take advantage of the
many opportunities we have in front of us in the international ex pat
financial advice market. It is the pathway to meaningful growth and
profitability. I would further comment, the year has started well with the
continued recruitment of advisers around the world. Assets will flow into the
core TEAM Asset Management MPS offering and soon to be launched unitised
versions."

This announcement should be read in full and in conjunction with the Company
final results for the year ended 30 September 2023, released earlier today,
the circular accompanying the notice of AGM ("AGM Circular") and subsequent
regulatory announcements made by the Company.

 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)

 

 

The Placing and Subscription

The Company has conditionally raised gross proceeds of £710,000 (before
expenses) via the placing of 3,550,000 new Ordinary Shares ("Placing Shares")
at a price of 20 pence per Placing Share and gross proceeds of up to £400,000
(before expenses) via the subscription of up to 2,000,000 new Ordinary Shares
("Subscription Shares") (together with the Placing Shares, the "Fundraise
Shares") at the Issue Price.

 

The Issue price represents a discount of 4.76% to the closing share price of
21 pence on 27 March 2024. The aggregate Fundraise Shares being issued
represent approximately 18.50% of the existing issued ordinary share capital
of the Company.

 

Oberon Investments Limited (trading as Oberon Capital) and Hannam &
Partners facilitated the Placing for the Company and a Placing Agreement has
been entered into.

 

The issue of the Fundraise Shares is subject to approval of new share
authorities to be proposed at the AGM, as detailed further below. A further
announcement will be made in connection with the application to AIM for
admission to trading ("Admission") of the Fundraise Shares and new Ordinary
Shares to be issued pursuant to the WRAP Retail Offer.

 

The Placing and Subscription are conditional, inter alia, upon:

·    the Placing Agreement having been entered into and having become
wholly unconditional in all other respects save in relation to Admission and
not having been terminated in accordance with its terms prior to 19 April 2024
or such later date as may be agreed by Oberon Capital, Hannam & Partners
and the Company being not later than 30 April 2024  (the "Long Stop Date");

·    the passing of the Resolutions at the AGM occurring on or before 17
April 2024

·    the Company allotting, the new Ordinary Shares in accordance with the
Placing Agreement; and

·    Admission of the Placing Shares to trading on AIM becoming effective
by no later than 8.00 a.m. on 19 April 2024 (or such later time as may be
agreed between the Brokers and the Company being no later than 8.00 a.m. on
the Long Stop Date)

The Placing is not being underwritten.

The Fundraise Shares will be credited as fully paid and will rank pari
passu in all respects with the Ordinary Shares then in issue, including the
right to receive all future distributions, declared, paid or made in respect
of the Fundraise Shares from the date of Admission.

PDMR participation in Subscription and Related Party Transaction

 

As part of the Fundraise, certain Directors have subscribed for a total
250,000 Subscription Shares at the Issue Price. Details of those shares for
which the Directors have subscribed , are displayed below.

 

 Director        Number of Existing Ordinary Shares  Number of Subscription Shares being subscribed for  Number of Ordinary Shares held on Admission
 Philip Taylor   33,645                              125,000                                             158,645
 Michael Gray    47,727                              75,000                                              122,727
 David Turnbull  33,645                              50,000                                              83,645

 

Philip Taylor, Michael Gray and David Turnbull, as Directors of the Company,
are classified as related parties under the AIM Rules for Companies and their
participation in the Subscription constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies (the "Transaction").
Accordingly, Mark Clubb and Matthew Moore, being the directors independent of
the Transaction, having consulted with the Company's nominated adviser, Strand
Hanson, consider that the terms of the Transaction are fair and reasonable
insofar as shareholders are concerned.

 

Retail Offer

The Company intends to offer up to 3,750,000 new ordinary shares at the Issue
Price (the "Retail Shares") via the Winterflood Retail Access Platform (WRAP)
to raise up to £750,000 gross proceeds (the "Retail Offer"). The Retail Offer
will provide qualifying investors in the United Kingdom with an opportunity to
participate alongside the Fundraise. A further announcement will be made in
due course regarding the Retail Offer and its terms. It is expected that the
Retail Offer will launch at 7:01 a.m. on 28 March 2024 and will be open for
applications up to 4.00 p.m. on 11 April 2024. The result of the Retail Offer
is expected to be announced by the Company on or around 12 April 2024. For the
avoidance of doubt, the Retail Offer is in addition to the Fundraise and the
Retail Offer may not be fully subscribed.  Admission of the new Ordinary
Shares to be issued pursuant to the Retail Offer is subject to approval of
certain resolutions at the AGM.

 

Annual General Meeting

The Placing is not being underwritten and is conditional, inter alia, the
approval of shareholders at the Annual General Meeting. The Company will
despatch a Circular and notice of annual general meeting to Shareholders, to
convene the AGM at 2 p.m. on 17 April 2024 at TEAM's offices of 6 Caledonia
Place, St Helier, Jersey JE2 3NG . The Circular will be posted to shareholders
on or around Tuesday 2 April and will also be made available on the Company's
website www.teamplc.co.uk (http://www.teamplc.co.uk) later today.

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

This announcement is made in accordance with the UK Market Abuse Regulation
(Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018).

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Philip Taylor
 2.    Reason for the notification
 b)    Position / status                                            Independent Non-Executive Director
 c)    Initial notification / amendment                             Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         TEAM plc
 b)    LEI                                                          213800EP1CI5ANR7RP18
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of no par value

       Identification Code                                          ISIN: JE00BM90BX45
 b)    Nature of the transaction(s)                                 Subscription purchase of Ordinary Shares
 c)    Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                    20 pence  125,000
 d)    Aggregated information                                       N/A - single transaction

       -     Aggregated volume

       -     Price
 e)    Date of the transaction                                      28 March 2024
 f)    Place of the transaction                                     London Stock Exchange, AIM

  1.   Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Michael Gray
 2.    Reason for the notification
 b)    Position / status                                            Independent Non-Executive Director
 c)    Initial notification / amendment                             Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         TEAM plc
 b)    LEI                                                          213800EP1CI5ANR7RP18
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of no par value

       Identification Code                                          ISIN: JE00BM90BX45
 b)    Nature of the transaction(s)                                 Subscription purchase of Ordinary Shares
 c)    Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                    20 pence  75,000
 d)    Aggregated information                                       N/A - single transaction

       -     Aggregated volume

       -     Price
 e)    Date of the transaction                                      28 March 2024
 f)    Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-     Aggregated volume

-     Price

N/A - single transaction

e)

Date of the transaction

28 March 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1.

Details of the person discharging managerial responsibilities / person closely
associated

a)

Name

Michael Gray

2.

Reason for the notification

b)

Position / status

Independent Non-Executive Director

c)

Initial notification / amendment

Initial notification

3.

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

TEAM plc

b)

LEI

213800EP1CI5ANR7RP18

4.

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification Code

Ordinary Shares of no par value

ISIN: JE00BM90BX45

b)

Nature of the transaction(s)

Subscription purchase of Ordinary Shares

c)

Price(s) and volume(s)

 Price(s)  Volume(s)
 20 pence  75,000

d)

Aggregated information

-     Aggregated volume

-     Price

N/A - single transaction

e)

Date of the transaction

28 March 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         David Turnbull
 2.  Reason for the notification
 b)  Position / status                                            Independent Non-Executive Director
 c)  Initial notification / amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         TEAM plc
 b)  LEI                                                          213800EP1CI5ANR7RP18
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of no par value

     Identification Code                                          ISIN: JE00BM90BX45
 b)  Nature of the transaction(s)                                 Subscription purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  20 pence  50,000
 d)  Aggregated information                                       N/A - single transaction

     -     Aggregated volume

     -     Price
 e)  Date of the transaction                                      28 March 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-     Aggregated volume

-     Price

N/A - single transaction

e)

Date of the transaction

28 March 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 

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