REG - Unbound Group PLC - Issue of Equity and Grant of Warrants

UnboundAnnouncement

27/07/2023 17:30

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RNS Number : 4747H  Unbound Group PLC  27 July 2023

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Unbound Group plc

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

Issue of Equity and Warrants, Related Party Transaction, Total Voting Rights
and Board Changes

The Company announces that it has completed a fund raising of £65,000 by way
of a direct subscription from Richard Bernstein, an existing investor in the
Company ("Subscription"). The Company has issued and allotted 6,500,000 new
ordinary shares of 1 pence each ("Ordinary Shares") at a price of 1 pence per
share to Richard Bernstein pursuant to the Subscription.

As stated in the announcement on 26 July 2023, the Company is regarded,
pursuant to the AIM Rules for Companies ("AIM Rules"), as an AIM Rule 15 cash
shell with no operating business. As previously notified, the Company
currently holds minimal cash balances. The proceeds of the Subscription will
therefore be applied to paying ongoing adviser costs and other expenses over
the coming weeks whilst the Company explores the possibility of identifying
and then effecting an appropriate acquisition or acquisitions which would
constitute a reverse takeover under AIM Rule 14 ("Transaction"). The Ordinary
Shares remain suspended from trading on AIM effective 17 July 2023
("Suspension") pending clarification of the Company's financial position.

The Company will require an injection of further funding for any such
Transaction to be completed. There can be no certainty that further funding
will be made available nor as to its terms. Nor can there be any certainty
that a Transaction will be identified or ultimately completed.

Application will be made to the London Stock Exchange for 6,500,000 new
Ordinary Shares, which will rank pari passu with the Company's existing
Ordinary Shares, to be admitted to trading on AIM once the Suspension has been
lifted. Dealings in the new Ordinary Shares on AIM will not commence until
this date and a further announcement will be made once this date is known.

The Company has also granted 6,500,000 warrants over ordinary shares of 1
pence each to Richard Bernstein ("Warrants"). The Warrants have an exercise
price of 1.5 pence per ordinary share and have an exercise period of two
years commencing on the date of grant.

The new Ordinary Shares and the Warrants are being issued pursuant to the
shareholder authorities granted to the Directors at the Company's 2022 Annual
General Meeting.

Related Party Transaction

Prior to completion of the Subscription, Richard Bernstein held 8,200,000
existing ordinary shares representing approximately 12.59 per cent. of the
existing ordinary shares in issue. As such, Richard Bernstein is a substantial
shareholder of the Company by definition of the AIM Rules for Companies and
therefore the issue of 6,500,000 new Ordinary Shares pursuant to the
Subscription and granting of the Warrants are therefore related party
transactions pursuant to AIM Rule 13.

The Company's directors (each of whom is considered independent of Richard
Bernstein), having consulted with Singer Capital Markets Advisory LLP (the
Company's nominated adviser), consider the terms of the Subscription and the
Warrants are fair and reasonable insofar as the Company's shareholders are
concerned.

Richard Bernstein now holds 14,700,000 Ordinary Shares in the capital of the
Company, representing approximately 20.51 per cent. of the issued share
capital of the Company as enlarged by the Subscription. In the event that Mr
Bernstein subsequently exercises the Warrants in full (and no other new
Ordinary Shares are issued by the Company in the meantime), his holding would
increase to 21,200,000 Ordinary Shares, which would represent 27.13 per cent.
of the then further enlarged issued share capital of the Company.

Total Voting Rights

Following admission of the new Ordinary Shares to trading on AIM, the Company
will have 71,655,980 ordinary shares of 1 pence in issue. On admission, the
figure of 71,655,980 may be used by the Company's 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
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules. The Company has no ordinary shares held in treasury.

Board Changes

Following completion of the above arrangements, the Company confirms that Neil
Johnson, Ian Watson, and Baroness Kate Rock have stepped down from the
Company's board of directors with immediate effect in order reduce ongoing
costs and conserve cash. The Company's board of directors now comprises Gavin
Manson as Chief Financial Officer and Alastair Miller as Independent
Non-Executive Director. The Company has chosen to adopt Quoted Companies
Alliance Corporate Governance Code (the "QCA Code"). As a result of these
changes, the Company is no longer compliant with the requirement under the QCA
Code for at least two independent non-executive directors. The Company would
seek to remedy this situation and reconstitute its board of directors at the
time that any Transaction (as defined above) is completed, in order to ensure
compliance with this aspect of the QCA Code.

Further updates will be made as appropriate.

Enquiries

 

 Unbound Group plc                                          c/o Alma PR

 Gavin Manson / Alastair Miller
 Singer Capital Markets (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)

 

 

 

 

 

 

 

 

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