Possible Investment from Marwyn
12/04/2023 13:09
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230412:nRSL0035Wa&default-theme=true
RNS Number : 0035W Unbound Group PLC 12 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
12 April 2023
Possible investment from Marwyn Investment Management LLP into Unbound
Group plc ("Unbound" or the "Company")
On 28 March 2023, the Company announced that it was in discussions with
WoolOvers Group Limited ("WoolOvers Group") in relation to a possible cash
offer for the entire issued and to be issued share capital of Unbound of 10.5
pence in cash and 1 contingent value right per Unbound share ("the Possible
Offer"). Discussions between WoolOvers Group and the Company remain ongoing,
as do WoolOvers Group's due diligence enquiries.
On 05 April 2023, the Board of the Company received a proposal from Marwyn
Investment Management LLP ("Marwyn") offering to provide a £10m investment
via an equity placing at an issue price of 10.5 pence per Unbound share ("the
Fundraise"), which is intended to be a cornerstone to, but not conditional on,
a wider equity placing. In addition, Marwyn has proposed that all existing
shareholders should have an opportunity to participate in the Fundraise, the
mechanism for which will be discussed with the Company's advisers.
Marwyn's proposal is unconditional both as to diligence requirements and as to
the quantum of additional capital (if any) contributed by existing Unbound
shareholders but the proposal is subject to certain other terms and
conditions, principally:
· the granting by the Takeover Panel of a waiver of the obligation for
Marwyn to make a general offer for the Company under Rule 9 of the City Code
on Takeovers and Mergers ("the Code") which would otherwise be triggered by
the Fundraise; and
· the approval of Unbound shareholders in general meeting of the
resolutions necessary to implement the Fundraise.
In conjunction with the Fundraise, Marwyn has also proposed the appointment of
two Marwyn representatives to the Board of the Company and the creation of an
approproiate Long Term Incentive Plan full details of which would be included
in a circular to shareholders for the Fundraise.
Within the announcement of 28 March 2023, the Board of Unbound stated that, in
the event that WoolOvers Group announces a firm intention to make an offer for
Unbound in accordance with Rule 2.7 of the Code and on the terms set out
above, it was minded to recommend such offer. However, having carefully
considered the merits and conditionality of each proposal, the Directors
consider the Marwyn proposal to be superior to the Possible Offer. As such,
the Directors would no longer be minded to recommend such offer and,
accordingly, they intend to engage immediately with Marwyn and its advisers
with a view to expediting the Marwyn proposal. A further announcement will be
made as appropriate.
There can be no certainty that a firm offer will be made by WoolOvers Group.
Further details of the terms and pre-conditions on which the Possible Offer
was made by WoolOvers Group are set out in the Company's announcement of 28
March 2023.
This announcement has not been made with the approval or agreement of
WoolOvers Group.
Enquiries
Unbound Group plc c/o Alma PR
Ian Watson, CEO
Gavin Manson, CFO
Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker) +44 (0)20 7496 3000
Peter Steel / Tom Salvesen / Alaina Wong / James Fischer
Alma PR Limited (Financial PR) +44 (0) 20 3405 0205
Josh Royston / Sam Modlin / Hannah Campbell unbound@almapr.co.uk (mailto:unbound@almapr.co.uk)
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes; interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt
as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Market Abuse Regulation
The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of
the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR"). Upon the
publication of this announcement via a regulatory information service, this
inside information will be considered to be in the public domain. For the
purposes of UK MAR, the person responsible for arranging for the release of
this information on behalf of Unbound is Gavin Manson.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Unbound at www.unboundgroupplc.com
(http://www.unboundgroupplc.com) promptly and by no later than 12 noon (London
time) on the business day following this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.
Other notices
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the UK Financial Conduct Authority, is acting
exclusively for Unbound and for no one else and will not be responsible to
anyone other than Unbound for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither Singer Capital Markets, nor any of its affiliates, owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Singer Capital Markets in connection with this
announcement, any statement contained herein or otherwise.
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 OFDEAALAFEFDEFA