REG - Unbound Group PLC - Suspension

UnboundAnnouncement

17/07/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230717:nRSQ1493Ga&default-theme=true

RNS Number : 1493G  Unbound Group PLC  17 July 2023

17 July 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.

Unbound Group plc

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

Intention to Appoint Administrators to Beaconsfield Footwear Limited and
Suspension of Trading in Shares

On 27 June 2023, the Company's board of directors (the "Board") provided an
update on its strategic review and announced the termination of the formal
sale process in the absence of potential offers for the sale of the Company
capable of receiving shareholder and wider stakeholder support.

Since then, the Company and its advisers have continued discussions with a
number of interested parties in respect of proposals to acquire the trade and
assets of the Group's main operating subsidiary, Beaconsfield Footwear Limited
("OpCo").

In parallel, the Board has sought to progress a formal restructuring plan to
be supported by an equity fundraise. The possibility of an acquisition of the
Group's bank debt (which is held in and secured over the assets of OpCo) by
one of its shareholders has also been investigated. Having regard to the
Group's obligations to its creditors and wider stakeholders, it is now clear
to the Board that it is no longer appropriate to progress these parallel
discussions further.

Regrettably, the Board has therefore concluded that it is required to take the
necessary steps to preserve value for the Group's creditors and avoid OpCo
trading insolvently. As a result, the directors of OpCo, with oversight from
the Board, have resolved to file a notice of intention to appoint Will Wright
and Rick Harrison of Interpath Advisory Limited as administrators to OpCo.

Each of the proposals for the acquisition of OpCo's trade and assets referred
to above has been put forward by the various interested parties on the basis
of a sale shortly following the appointment of administrators to OpCo. It is
currently expected that, following their formal appointment, the
administrators will implement a sale of the trade and assets of OpCo to a
third-party purchaser as soon as reasonably practicable thereafter. There can
be no certainty that any such sale will proceed or as to the terms or timing
of any such sale. Any such transaction would result in no value for the
Company's existing shareholders.

Suspension of trading on AIM

Unbound Group plc is not a trading company and has no operating revenues. The
Company currently has minimal cash balances and known creditors of
approximately £0.9 million. Whilst the Company holds certain investments that
the Board believes are likely to have a value in excess of the amounts due, it
is also likely to take some time to realise these assets.  In light of the
above developments, there is uncertainty as to whether the Company is able to
pay its debts as they fall due.

The Board has therefore requested a suspension of trading in the Company's
ordinary shares on AIM with effect from 07.30 a.m. today pending clarification
of the Company's financial position. The Board is now reviewing the options
available to the Company.

Annual General Meeting

 

Notice of the Company's Annual General Meeting ("AGM") has been posted to
shareholders and is also available on the Company's website,
www.unboundgroupplc.com/investors (http://www.unboundgroupplc.com/investors) .
The AGM will be held on Monday 31 July 2023 at 11:00am at the offices of
Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX.

The Notice of AGM does not include a resolution to receive the annual report
and accounts or, consequently, to approve the re-appointment of RSM UK Group
LLP ("RSM") as auditor, as the Company's annual report and accounts for the
year ended 5 February 2023 ("Annual Report") had not been approved by the
Board at the date that the Notice of AGM was posted. A separate general
meeting will be held as soon as practicable to consider these resolutions as
and when the Annual Report has been approved by the Board.

The Company will continue to work with RSM as auditor, however, in light of
the developments described elsewhere in this announcement, the Board now
considers it highly unlikely that the Annual Report will be published by 5
August 2023, being the deadline pursuant to Rule 19 of the AIM Rules for
Companies. Notwithstanding the request for the Company's ordinary shares to be
suspended from trading on AIM effective today, the Board expects that the
ordinary shares would, in any event, be suspended with effect from 7.30am on
Monday 7 August 2023.

The Company will provide further updates as appropriate.

Enquiries

 

 Unbound Group plc                                                           c/o Alma PR

 Neil Johnson, Chairman

 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
 Interpath Advisory Ltd (Joint Financial Adviser)                              +44 (0)20 3989 2800

 Will Wright / Rick Harrison
 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)

 

Important Information

This announcement (including any information incorporated by reference in this
announcement) contains statements about the Group that are or may be deemed to
be forward looking statements. Without limitation, any statements preceded by
or followed by or that includes the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance of the negative thereof, may
be forward looking statements.

 

These forward looking statements are not guarantees of future performance.
Such forward looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward looking statement.
Due to such uncertainties and risks, readers should not rely on such forward
looking statements, which speak only as of the date of this announcement,
except as required by applicable law.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of such jurisdictions.

 

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.

 

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.

 

Interpath Ltd (trading as Interpath Advisory) is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA") and is acting
exclusively for the Group and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
the Group for providing the protections afforded to its clients nor for
providing advice in relation to the subject matter 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  UPDZZGMNMVRGFZZ