REG - Team PLC - Placing Subscription and Wrap Retail Offer

TeamAnnouncement

03/12/2024 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241203:nRSC6604Oa&default-theme=true

RNS Number : 6604O  Team PLC  03 December 2024

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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

 

 Placing, Subscription and WRAP retail offer

Proposed General Meeting

TEAM plc (AIM: TEAM), the wealth, asset management and complementary
financial services group, is pleased to announce a successful Placing raising
£372,500 before expenses (the "Placing") and Subscription raising £694,087
before expenses (the "Subscription", and together with the Placing, the
"Equity Fundraise") by way of an issue of up to 10,665,869 new ordinary shares
of no par value ("Ordinary Shares") at a price of 10 pence per share (the
"Issue Price").

Equity Fundraise Highlights

·    Equity Fundraise of c.£1.07 million.

·    Directors have participated in the Equity Fundraise via the
Subscription.

·    Equity Fundraise supported by existing shareholders, including new
strategic shareholder Salus Alpha Financial Services AG.

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

·    A portion of the Equity Fundraise of 9,665,869 Ordinary Shares (being
2,725,000 Placing Shares and 6,940,869 Subscription Shares) will utilise the
Company's existing authority to allot shares for cash on a non-pre-emptive
basis (the "Firm Fundraising Shares"). The Firm Fundraising Shares are
expected to be admitted to trading on AIM at 8.00 a.m. on or around 5 December
2024 ("First Admission").

·    The issue of the balance of 1,000,000 Placing Shares, and any new
Ordinary Shares issued under the Retail Offer (together the "Conditional
Fundraising Shares") is conditional on the Company obtaining the requisite
approvals from Shareholders at a forthcoming general meeting (the "General
Meeting"). The Conditional Fundraising Shares are expected to be admitted to
trading on AIM on or around 20 January 2025 ("Second Admission").

·    The Placing has been conducted by Oberon Investments Limited, trading
as Oberon Capital, and Hannam & Partners.

·    The Company is in discussions over additional funding through
subscription for unsecured convertible loan notes. A further announcement will
be made in due course should these discussions be successful.

The net proceeds of the Equity Fundraise will primarily be used for funding
towards financing of deferred consideration, as well as providing cash for
working capital and general corporate purposes.

This announcement should be read in full and in conjunction with the notice of
General Meeting ("GM Circular"), which is expected to be published in the next
few weeks, and any subsequent regulatory announcements made by the Company.

 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)

 

Further Information on the Fundraising

The Placing and Subscription

The Company has conditionally raised gross proceeds of £372,500 (before
expenses) via the placing of 3,725,000 new Ordinary Shares ("Placing Shares")
at a price of 10 pence per Placing Share and gross proceeds of £694,086.90
(before expenses) via the subscription of 6,940,869 new Ordinary Shares
("Subscription Shares") (together with the Placing Shares, the "Fundraise
Shares") at the Issue Price.

 

The Issue price represents a discount of 13% to the closing share price of
11.5 pence on 2 December 2024. The aggregate Fundraise Shares being issued
represent approximately 26.88% of the existing issued ordinary share capital
of the Company.

 

Oberon Capital and Hannam & Partners facilitated the Placing for the
Company and a Placing Agreement has been entered into.

 

The Company has conditionally placed the Firm Fundraising Shares using the
Company' existing authority to allot shares for cash on a non-pre-emptive
basis as granted at the Company's most recent AGM held on 17 April 2024.  The
settlement of the Firm Fundraising Shares is expected to raise, in aggregate,
gross proceeds of £966,587 and is conditional only on First Admission, which
is currently expected to occur at 8.00 a.m. on or around 5 December 2024.
Following First Admission, the Firm Fundraising Shares will represent
approximately 19.6 per cent. of the Company's then enlarged issued ordinary
share capital, and they will be eligible to vote on the resolutions at the
General Meeting.

 

Following First Admission, the proposed settlement of the Conditional
Fundraising Shares is expected to raise, in aggregate, up to a further £0.25
million gross, and is conditional upon, amongst other things, the passing of
the resolutions at the General Meeting and Second Admission occurring on or
before 20 January 2025 (or such later date as Oberon Capital, Hanam &
Partners and the Company may agree, not being later than 31 January 2025)

 

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 First and Second Admission, as
applicable.

PDMR participation in Subscription and Related Party Transaction

 

As part of the Equity Fundraise, certain Directors are subscribing in the Firm
Fundraise for a total 700,000 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
 David Turnbull  83,645                              100,000                                             183,645
 Michael Gray    122,727                             100,000                                             222,727
 Philip Taylor   158,645                             100,000                                             258,645
 Matthew Moore   23,392                              400,000                                             423,392

 

The above, 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, being the director
independent of the Transaction, having consulted with the Company's nominated
adviser, Strand Hanson, considers that the terms of the Transaction are fair
and reasonable insofar as shareholders are concerned.

 

Retail Offer

The Company intends to offer up to 1,500,000 new ordinary shares at the Issue
Price (the "Retail Shares") via the Winterflood Retail Access Platform (WRAP)
to raise up to £150,000 gross proceeds (the "Retail Offer"). The Retail Offer
will provide qualifying investors in the United Kingdom with an opportunity to
participate alongside the Equity 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 later today and will be open for
applications up to 4.30 p.m. on 9 December 2024. The result of the Retail
Offer is expected to be announced by the Company on or around 10 December
2024. For the avoidance of doubt, the Retail Offer is in addition to the
Equity 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 GM.

 

General Meeting

A notice convening a General Meeting to be held at TEAM's offices of 6
Caledonia Place, St Helier, Jersey JE2 3NG will be issued in due course.
Shareholders should be aware that the issue of the Conditional Fundraising
Shares cannot take place if the resolutions are not passed at the General
Meeting and Shareholders are strongly encouraged by the Directors to vote in
favour of both Resolutions.

The GM Circular is expected to be posted to shareholders later today and will
also be made available on the Company's website www.teamplc.co.uk
(http://www.teamplc.co.uk) .

Expected Timetable of Principal Events

 Announcement of the Retail Offer                        3 December2024
 Admission of Firm Fundraising Shares to trading on AIM  8.00 a.m. on or around 5 December 2024
 Retail offer opens                                      3 December 2024
 Retail offer closes                                     9 December 2024
 General Meeting                                         Date to be confirmed, GM will be in January 2025

 

Total Voting Rights

Following First Admission, the Company's issued share capital will comprise of
49,345,383 Ordinary Shares, none of which are held in treasury. Accordingly,
the figure of 49,345,383 may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

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                                                         1.    Matthew Moore

                                                                  2.    David Turnbull

                                                                  3.    Philip Taylor

                                                                  4.    Michael Gray
 2.  Reason for the notification
 b)  Position / status                                            1.    Director

                                                                  2.    Non-executive director

                                                                  3.    Non-executive director

                                                                  4.    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)
                                                                  10 pence  1.    400,000

                                                                       2.    100,000

                                                                       3.    100,000

                                                                       4.    100,000
 d)  Aggregated information

     -     Aggregated volume                                      700,000 shares

     -     Price                                                  10 pence
 e)  Date of the transaction                                      3 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-     Aggregated volume

-     Price

 

700,000 shares

10 pence

e)

Date of the transaction

3 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

Important Notices

 

Oberon Investments Limited, trading as Oberon Capital, is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom
and is acting exclusively for the Company and no one else in connection with
the Placing and will not regard anyone (including any Placees) (whether or not
a recipient of this Announcement) as a client, and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.

 

H&P Advisory Limited, trading as Hannam & Partners, is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom
and is acting exclusively for the Company and no one else in connection with
the Placing and will not regard anyone (including any Placees) (whether or not
a recipient of this Announcement) as a client, and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.

 

Neither this Announcement, nor any copy of it, nor the information contained
in it, is for publication, release, transmission, distribution or forwarding,
in whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or the Republic of South Africa 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, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to any persons
in any of those jurisdictions). This Announcement has not been approved by the
London Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

 

The Fundraising Shares have not been, and will not be, registered under 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 except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The Placing Shares
have 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.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan or the
Republic of South Africa.

 

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

 

The distribution of this Announcement, the Placing and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or 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 to inform
themselves about, and to observe, such restrictions.

 

This Announcement may contain 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", "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. 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.
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 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 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.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

 

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

 

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOETJBFTMTTMBTI