Result of Placing and Subscription
22/07/2022 11:03
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RNS Number : 4692T Unbound Group PLC 22 July 2022
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, INTO OR FROM 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). PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.
22 July 2022
Unbound Group plc
Result of Placing and Subscription
Unbound Group plc (AIM:UBG) ("Unbound Group", the "Company" or, together with
its subsidiary undertakings, the "Group"), is pleased to announce that,
further to the announcement made on 21 July 2022 regarding the Fundraising
(the "Launch Announcement"), an aggregate of 20,783,334 Placing Shares have
been successfully placed by Singer Capital Markets Securities Limited at an
Issue Price of 15 pence per Placing Share to raise gross proceeds for the
Company of approximately £3.3 million. This includes participation in the
Placing by certain of the Company's Directors, who have subscribed for
approximately 583,334 Placing Shares.
In addition to the Placing, certain of the Company's Directors and members of
its senior management team have subscribed for 1,221,281 Subscription Shares
at the Issue Price to raise further gross proceeds for the Company of
£183,192.
The Placing Shares and the Subscription Shares together represent
approximately 52.1 per cent. of the existing issued share capital of the
Company.
The net proceeds receivable by the Company from the Placing and the
Subscription, together with the net proceeds from the Open Offer once closed,
will be used to accelerate the Company's growth strategy as set out in the
Launch Announcement.
The Placing and the Subscription are conditional upon, amongst other things,
the passing of the Resolutions to be proposed at a general meeting of
Shareholders to be held at 10 a.m. on 10 August 2022 at the offices of Singer
Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX (the "General Meeting").
The Placing is also conditional on the Placing Agreement not being terminated
in accordance with its terms.
Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.
Certain Directors of the Company (the "Participating Directors") have
participated in the Fundraising. The number of Placing or Subscription Shares
conditionally subscribed for by each of the Participating Directors pursuant
to the Placing and Subscription, and their resulting shareholdings on
Admission, are set out below:
Participating Director(*) Number of Existing Ordinary Shares Number of Placing or Subscription Shares subscribed for Number of Ordinary Shares held on Admission Percentage of Ordinary Shares on Admission**
Neil Johnson 279,057 333,334 612,391 0.86%
Ian Watson 2,246,833 328,290 2,575,123 3.63%
Daniel Lampard 50,000 247,791 297,791 0.42%
Paul Goodson 19,939 166,667 186,606 0.26%
Gavin Manson 551,296 416,667 967,963 1.36%
Suzanne (Suki) Thompson - 66,667 66,667 0.09%
(*) none of the Participating Directors intends to take up their respective
Open Offer Entitlements under the Open Offer(
) (**) assuming all of the Open Offer Shares are taken up in full under the
Open Offer
Related Party Transaction
Witan Investment Trust ("Witan"), a substantial shareholder of the Company (as
defined in the AIM Rules), has conditionally acquired 4,753,857 Placing Shares
at the Issue Price.
The participation of Witan in the Fundraising constitutes a related party
transaction under rule 13 of the AIM Rules.
Accordingly, the Directors consider, having consulted with Singer Capital
Markets Advisory LLP, acting in its capacity as the Company's nominated
adviser, that the terms of the participation of Witan in the Fundraising are
fair and reasonable insofar as the Company's Shareholders are concerned.
General Meeting
The Fundraising and the issue of the New Ordinary Shares are conditional upon,
among other things, the Resolutions being duly passed by Shareholders at the
General Meeting.
The Circular is expected to be despatched to Shareholders on or around 22 July
2022 and the Circular, once published, will be available on the Company's
website at https://unboundgroupplc.com/.
Admission, settlement and dealings
Application will be made for Admission of up to 28,680,464 New Ordinary Shares
(comprising 20,783,334 Placing Shares, 1,221,281 Subscription Shares and up to
6,675,849 Open Offer Shares). Subject to, amongst other things, the passing of
the Resolutions, settlement for the New Ordinary Shares and Admission are
expected to take place at 8.00 a.m. on or around 11 August 2022. In addition
to the passing of the Resolutions, the Fundraising is conditional upon, among
other things, Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Dan Lampard, Chief Financial Officer of the Company.
Enquiries:
Unbound Group plc
Ian Watson, Chief Executive Officer
Dan Lampard, Chief Financial Officer
020 3874 8300
Singer Capital Markets (Nominated Adviser, Sole Broker and Sole Bookrunner)
Peter Steel / Tom Salvesen / Alaina Wong / Kailey Aliyar
020 7496 3000
Vico Partners (Financial PR Adviser)
Sofia Newitt
020 3957 5045
IMPORTANT NOTICES
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 or contain 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 jurisdiction (or to any
persons in any of those jurisdictions) in which the same would be unlawful.
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 Placing 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 or demerits of the offering of the Placing
Shares. Subject to certain exceptions, the securities referred to in this
Announcement 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 is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing 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.
No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published. Members of the public are not eligible to take part in the
Placing. This Announcement (including the terms and conditions contained in
this Announcement) is for information purposes only and (unless otherwise
agreed by Singer Capital Markets) is directed at and is only distributed to:
(a) persons in member states of the EEA who are qualified investors within the
meaning of Article 2(e) of the EU Prospectus Regulation; (b) persons in the
United Kingdom, who are qualified investors, being persons falling within the
meaning of Article 2(e) of the UK Prospectus Regulation, and who: (i) have
professional experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (c) persons to whom it may otherwise lawfully be communicated, (each such
persons in (a), (b) and (c) together being referred to as "Relevant Persons").
This Announcement (including the terms and conditions set out in this
Announcement) must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement (including the terms and conditions set out in this
Announcement) relates is available only to, and will be engaged in only with,
Relevant Persons.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Singer Capital Markets, or by any of
their respective partners, directors, officers, employees, agents, advisers,
consultants or affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefore is
expressly disclaimed. The information in this Announcement is subject to
change.
Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the FCA is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. Singer Capital
Markets is not responsible to anyone other than the Company for providing the
protections afforded to clients of Singer Capital Markets or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described in this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in this
Announcement and will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. SCM Advisory is
not responsible to anyone other than the Company for providing the protections
afforded to clients of SCM Advisory or for providing advice in connection with
the contents of this Announcement, the Placing or the transactions and
arrangements described in this Announcement. SCM Advisory's responsibilities
as the Company's nominated adviser under the AIM Rules for Nominated Advisers
are owed solely to the London Stock Exchange and are not owed to the Company
or to any Director or to any other person.
None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or any of their respective partners,
directors, officers, employees, agents, advisers, consultants or affiliates.
Save for any responsibilities or liabilities, if any, imposed on Singer
Capital Markets by FSMA or by the regulatory regime established under it, no
responsibility or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Singer Capital Markets or any of its partners,
directors, officers, employees, agents, advisers, consultants or affiliates
whatsoever for the contents of this Announcement (including, but not limited
to, any errors, omissions or inaccuracies in the information or any opinions)
or for any other statement made or purported to be made by or on behalf of
Singer Capital Markets or any of its partners, directors, officers, employees,
agents, advisers, consultants or affiliates in connection with the Company,
the Placing Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Placing.
Singer Capital Markets and its partners, directors, officers, employees,
advisers, consultants and affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise in respect of any statements or other information contained in this
Announcement and no undertaking, representation or warranty, express or
implied, is made by Singer Capital Markets or any of its partners, directors,
officers, employees, agents, advisers, consultants or affiliates as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets or any of their respective 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 and Singer Capital Markets to inform themselves about, and to
observe, such restrictions.
Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual right or other legal obligations to forward a
copy of this Announcement (or any part of it) should seek appropriate advice
before taking any action.
In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
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. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. 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. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed on, such
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 (if any). The information
contained in this Announcement is subject to change without notice and except
as required by applicable law or regulation, the Company, its directors,
Singer Capital Markets, their respective affiliates and any person acting on
its or their behalf each 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.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to subscribe for,
purchase, otherwise acquire Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Singer Capital Markets. This Announcement does not
constitute a prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any decision in
respect of the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation that any
investor should subscribe for, purchase, otherwise acquire, sell or otherwise
dispose of any such securities. Recipients of this Announcement who are
considering acquiring Placing Shares pursuant to the Placing are reminded that
they should conduct their own investigation, evaluation and analysis of the
business, data and property described in this Announcement. The price and
value of securities can go down as well as up and past performance is not a
guide to future performance, and investors may not get back the full amount
invested upon the disposal of such securities. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
estimate or be relied upon as a guide to future performance, and no statement
in this Announcement should be interpreted to mean that earnings per share or
income, cash flow from operations or free cash flow for the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.
References in this Announcement to other reports or materials, such as a
website address, have been provided to direct the reader to other sources of
information on the Company which may be of interest. 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.
The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than AIM.
Information to distributors
The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets or any of 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 and Singer Capital Markets to inform themselves about, and to observe,
such restrictions.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Singer Capital Markets will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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