PensionBee
Group plc
Incorporated in England and Wales
Registration Number: 13172844
LEI:
2138008663P5FHPGZV74
ISIN:
GB00BNDRLN84
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RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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, 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 IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. 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 PENSIONBEE GROUP PLC IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE
THE IMPORTANT INFORMATION AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AS AMENDED ('MAR'). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER CONSTITUTE
INSIDE INFORMATION.
24 October
2024
PensionBee Group
plc
Results of
Placing
PensionBee Group plc ('PensionBee'
or the 'Company', together with its subsidiaries, the 'Group')
announces that it has successfully raised £20 million through the issue of
10,810,811 new ordinary
shares in the Company (the 'Placing'). The Placing Shares represent
approximately 4.8% of the current issued ordinary share capital of
the Company. The Placing Price of 185 pence per share represents no
discount to the closing price of 185
pence per existing ordinary share on
23 October 2024 (being the
last business day prior to this Announcement).
The Placing was oversubscribed and
was strongly supported by both existing and new institutional
investors.
Stifel Nicolaus Europe Limited
(trading as Keefe, Bruyette & Woods) ('KBW' or the 'Sole
Bookrunner') acted as sole global coordinator and sole bookrunner
in connection with the Placing.
The Placing Shares will, when
issued, be credited as fully paid and rank pari passu in all respects with the
existing ordinary shares of £0.001 each in the capital of the
Company.
Applications have been made for the
Placing Shares to be admitted to the Equity Shares (Commercial
Companies) category of the Official List of the Financial Conduct
Authority and to be admitted to trading on the main market for
listed securities of the London Stock Exchange plc (together,
'Admission'). It is expected that settlement for the Placing Shares
and Admission will take place on or before 8.00 a.m. on 28 October
2024. The Placing is conditional, among other things, upon
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
PensionBee currently has 225,239,682
shares in issue. Following Admission, the total number of shares in
issue in the Company will be 236,050,493. PensionBee does not hold
any shares in treasury, and, therefore, following Admission, the
total number of voting rights attributable to the ordinary shares
in PensionBee will be 236,050,493.
Enquiries:
PensionBee
Becky O'Connor
Laura Dunn-Sims
Steven Kennedy
press@pensionbee.com
KBW, a Stifel Company
Alistair McKay
Alberto Moreno Blasco
Erik Anderson
Nick Harland
About PensionBee
PensionBee is creating a global
leader in the consumer retirement market with £5.5 billion in
assets on behalf of 260,000 customers.
Founded in 2014, we aspire to make
as many people as possible pension confident so that everyone can
enjoy a happy retirement.
We help our customers to combine
their retirement savings into a new online account, which they can
manage from the palm of their hand.
PensionBee accounts are invested by
the world's largest investment managers, collectively looking after
more than $10 trillion in savings between them. Each PensionBee
customer has a personal account manager ('BeeKeeper') to guide them
through their savings and retirement journey. PensionBee has an
"Excellent" Trustpilot rating based on over 10,000
reviews.
As a public company, we aspire to
the highest standards in everything we do because our customers
deserve peace of mind. Our team of approximately 200 pension
professionals, based in London and New York, has one focus: you,
our customer.
PensionBee is listed on the London
Stock Exchange (LON:PBEE).
Important Information
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE COMPANY.
This Announcement is not for
publication or distribution or release, directly or indirectly, in
or into the United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia), Canada, Australia, South Africa, Japan or any other
jurisdiction where such an announcement would be unlawful (each, a
'Restricted Territory').
The distribution of this Announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken that would permit an offering of the Placing
Shares or possession or distribution of this Announcement in any
jurisdiction where action for that purpose is required.
No public offering of the Placing
Shares is being made in the United Kingdom, the United States, any
other Restricted Territory or elsewhere.
This Announcement does not
constitute or form part of an offer for sale or solicitation of an
offer to purchase or subscribe for securities in the United States,
Canada, Australia, South Africa, Japan or any other jurisdiction
and the securities referred to herein have not been registered
under the securities laws of any such jurisdiction. The Placing
Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the 'Securities Act'), or under the
securities laws of any State or any other jurisdiction of the
United States, and may not be offered or sold, directly or
indirectly, in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of, the Securities Act and in compliance with all
applicable securities laws of any State or any other jurisdiction
of the United States. No public offering of securities is being
made in the United States or in any other jurisdiction.
No action has been taken by the
Company or Stifel Nicolaus Europe Limited (trading as Keefe,
Bruyette & Woods) ('Sole
Bookrunner'), any of their
respective affiliates, or any person acting on behalf of any of
them, which would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such 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 the Sole
Bookrunner to inform themselves about, and to observe, any
restrictions contained in this Announcement. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action. Persons
distributing this Announcement (or any part thereof) must satisfy
themselves that it is lawful to do so.
In member states of the European
Economic Area ('EEA'), this
Announcement and any offer of Placing Shares if made subsequently
is directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Regulation ('Qualified Investors'). For these
purposes, the expression 'Prospectus Regulation' means Regulation
(EU) 2017/1129. In the United Kingdom this Announcement is only
being distributed to, and is only directed at, and any investment
or investment activity to which this Announcement relates is
available only to, and will be engaged in only with, Qualified
Investors within the meaning of the Prospectus Regulation as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended, who are also: (i) investment
professionals falling within Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the 'Order'); or
(ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order; or (iii) other persons to whom an offer of the
Placing Shares may otherwise be lawfully communicated (all such
persons together being referred to as 'relevant persons'). Persons
who are not relevant persons should not take any action on the
basis of this Announcement and should not act or rely on it. Any
investment or investment activity to which this Announcement or the
Placing relates is available only: (i) in any member state of the
EEA, to Qualified Investors; and (ii) in the United Kingdom, to
relevant persons, and will be engaged in only with such persons.
This Announcement must not be acted on or relied on: (i) in any
member state of the EEA, by persons who are not Qualified
Investors; and (ii) in the United Kingdom, by persons who are not
relevant persons. Persons distributing this Announcement (or any
part thereof) must satisfy themselves that it is lawful to do
so.
All offers of the Placing Shares in
the United Kingdom and the EEA will be made pursuant to an
exemption under the UK Prospectus Regulation and the Prospectus
Regulation, as applicable, from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ('FSMA') does not
apply.
The Placing Shares and this
Announcement have not been and will not be approved or disapproved
by the US Securities and Exchange Commission, any State securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Accordingly, subject to certain
exceptions, the Placing Shares may not be offered, sold,
transferred or delivered, directly or indirectly, in or into any
Restricted Territory or to, or for the account or benefit of, a
citizen or resident, or a corporation, partnership or other entity
created or organised in or under the laws of a Restricted
Territory.
No prospectus or offering document
has been or will be prepared in connection with the Placing. Any
investment decision in connection with the Placing must be made on
the basis of all publicly available information relating to the
Company and its shares. Such information has not been independently
verified and the Company and the Sole Bookrunner are not
responsible, and expressly disclaim any liability, for such
information. The information contained in this Announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy or
completeness.
In connection with the Placing, the
Sole Bookrunner or any of its affiliates may take up a portion of
the Placing Shares as a principal position and in that capacity may
retain, purchase, sell or offer to sell for its own account such
Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Placing Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by the Sole Bookrunner and any of
its affiliates acting as investors for their own accounts. The Sole
Bookrunner 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 does not purport
to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Company or its
shares.
This Announcement is being issued
by, and is the sole responsibility of, the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by or on behalf of the Sole Bookrunner, any of its
affiliates or any person acting on behalf of any of them as to, or
in relation to, the accuracy, adequacy, fairness or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any party or its advisers, or
any other statement made or purported to be made by or on behalf of
the Sole Bookrunner and/or any of its affiliates and/or by any
person acting on behalf of any of them in connection with the
Company, the Placing Shares or the Placing and any responsibility
and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed.
The information in this Announcement
may not be forwarded or distributed to any other person and may not
be reproduced in any manner whatsoever. Any forwarding,
distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. Recipients of this Announcement should
conduct their own investigation, evaluation and analysis of the
business, data and other information described in this
Announcement. The price and value of securities can go down as well
as up and investors may not get back the full amount invested upon
the disposal of the shares. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
This Announcement does not
constitute a recommendation concerning the Placing. The price and
value of securities and any income from them can go down as well as
up. Past performance is not a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods 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. Acquiring Placing Shares to which this
Announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Potential investors should
consult a professional advisor as to the suitability of the Placing
for the entity or person concerned. This Announcement does not
represent the Announcement of a definitive agreement to proceed
with the Placing and, accordingly, there can be no certainty that
the Placing will proceed. The Company reserves the right not to
proceed with the Placing or to vary the terms of the offering in
any way.
Keefe, Bruyette & Woods (acting
through Stifel Nicolaus Europe Limited), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting for the Company only in connection with the Placing and
no one else, and will not be responsible to anyone other than the
Company for providing the protections offered to clients nor for
providing advice in relation to the Placing Shares or the Placing,
the contents of this Announcement or any transaction, arrangement
or other matter referred to in this Announcement.
The Sole Bookrunner, its affiliates
and/or any person acting on its or their behalf may have engaged in
transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in
the ordinary course of their business to the Company and/or its
affiliates for which it would have received customary fees and
commissions. The Sole Bookrunner, its affiliates and/or any person
acting on its or their behalf may provide such services to the
Company and/or its affiliates in the future.
Certain figures contained in this
Announcement, including financial information, have been subject to
rounding adjustments. Accordingly, in certain instances, the sum or
percentage change of the numbers contained in this Announcement may
not conform exactly with the total figure given.
This Announcement includes
statements that are, or may be deemed to be, forward-looking
statements. These forward-looking statements may be identified by
the use of forward-looking terminology, including the terms
'intends', 'expects', 'will', or 'may', or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts and include statements regarding
intentions, beliefs or current expectations. No assurances can be
given that the forward-looking statements in this Announcement will
be realised. The information contained in this Announcement is
subject to change without notice and, except as required by
applicable law, neither the Company nor the Sole Bookrunner assumes
any responsibility or obligation to update publicly or review any
of the forward-looking statements contained herein. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
No statement in this Announcement is
or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company.
The Placing Shares to be issued
pursuant to the Placing will not be admitted to trading on any
stock exchange other than the main market for listed securities of
the London Stock Exchange.
Members of the public are not
eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
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 Announcement has been prepared
for the purposes of complying with applicable law and regulation in
the United Kingdom and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
Information to Distributors
Solely for the purposes of the
product governance requirements contained within: (i) (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 (ii) the FCA Handbook Product
Intervention and Product Governance Sourcebook (the 'UK Product Governance Requirements'
and together with the MiFID II Product Governance Requirements, the
'Product Governance
Requirements'), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the Product
Governance Requirements) 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 MiFID II or the FCA Handbook
Conduct of Business Sourcebook (as applicable); and (ii) eligible
for distribution through all distribution channels as are permitted
by MiFID II or the FCA Handbook Product Intervention and Product
Governance Sourcebook (as applicable) (the 'Target Market Assessment').
Notwithstanding the Target Market Assessment, Distributors (for the
purposes of the Product Governance Requirements) 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 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 Target Market
Assessment, the Sole Bookrunner will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II or the
FCA Conduct of Business Sourcebook; 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.
