TIDMRBGP
RNS Number : 3281O
RBG Holdings PLC
31 January 2023
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
31 January 2023
RBG Holdings plc
("RBG" or "the Group")
Board Changes & Pre-Close Trading Update
RBG Holdings plc (AIM: RBGP), the legal and professional
services group, today announces proposed changes to its Board of
Directors as well as a pre-close trading update for the year ended
31 December 2022.
Board Changes
The Board has lost confidence in its Chief Executive, Nicola
Foulston, as a result of cultural concerns and the execution of the
Group's strategy; her employment contract has been terminated with
immediate effect.
The Board of Directors is being restructured and it is intended,
subject to the satisfactory completion of necessary due diligence,
to make the following appointments to reflect the scale,
profitability, and importance of RBG's core legal services
businesses:
-- Tania MacLeod - Executive Director
-- Nick Davis - Executive Director
Furthermore, Jon Divers, current Group COO, will be appointed
acting CEO with immediate effect and will join the Board, subject
to the satisfactory completion of necessary due diligence. Suzanne
Drakeford-Lewis will continue as the Group's Finance Director.
The Non-Executive Board remains unchanged.
Further details about the new Board appointees will be issued in
a separate announcement upon completion of regulatory due
diligence.
Trading Update and Dividend
Unaudited FY22 revenue, adjusted EBITDA and adjusted operating
profit are expected to be in line with consensus market
expectations(1) . The Group's balance sheet remains strong and the
Group continues to trade within its facility agreements.
As announced in December, the Group intends to pay a second
interim dividend for the twelve months to 31 December 2022 which
will be announced with the Group's FY22 results.
Legal & Professional Services Businesses
Overall, the Group continues to benefit from its diversified
portfolio of legal and professional services businesses, reducing
overall volatility of earnings.
RBG Legal Services, which comprises Rosenblatt and Memery
Crystal, had a good year building on a solid 2021 financial year.
In the second half of the year, strong demand was seen for its
Contentious legal offer which offset slower demand for its
Corporate offer as a result of the continued economic uncertainty;
this resulted in fewer transactions, including M&A.
Its specialist sell-side corporate finance boutique, Convex
Capital Limited ('Convex'), had a good year, despite the
challenging economic conditions; Convex's pipeline of deals has
been slower to convert in the second half of 2022, with a number of
transactions now expected to complete in the first half of
2023.
The range and breadth of legal and professional services
provided by Memery Crystal, Rosenblatt and Convex means that
despite the difficult economic conditions, trading has been
robust.
LionFish Litigation Finance Limited ("LionFish")
As previously announced, RBG has taken the strategic decision to
focus on its legal and professional services businesses, and is
taking steps to reduce the Group's ongoing exposure to third party
litigation funding commitments through its subsidiary LionFish.
The Board has therefore been in discussions with a number of
interested parties with regard to LionFish. A number of potential
offers have been evaluated and whilst there can be no certainty of
outcome, the Board is much encouraged by the level of interest.
Further updates will be provided at the appropriate time.
Commenting, Marianne Ismail, Non-Executive Director, said:
"As previously announced, our decision to refocus on our core
legal and professional services businesses will ensure we can build
on our strong position in this sector. We are working to reduce our
exposure to the ongoing funding commitments of LionFish in a way
that benefits shareholders and this will free up capital and
management resource to focus on the significant opportunities we
see to grow our core businesses. We are looking forward to the next
12 months with renewed optimism."
- ends -
(1) RBG understands that consensus market expectations for the
year ended 31 December 2022 are for revenues of GBP49.5 million,
Adj. EBITDA of GBP11.2 million and Adj. PBT of GBP6.9 million
(Source: FactSet)
Enquiries:
RBG Holdings plc Via SEC Newgate
Marianne Ismail, Non-Executive Director
Singer Capital Markets (Nomad and Broker) Tel: +44 (0)20 7496
Rick Thompson / Alex Bond / James Fischer 3000
(Corporate Finance)
Tom Salvesen (Corporate Broking)
SEC Newgate (for media enquiries) Tel: +44 (0)7540
Tali Robinson, Robin Tozer 106366
rbg@secnewgate.co.uk
About RBG Holdings plc
-- Further information is available at RBG Holdings plc's website
-- Follow RBG Holdings on LinkedIn
RBG Holdings plc is a professional services group, which
comprises the following divisions:
RBG Legal Services Limited ("RBGLS")
RBGLS is the Group's legal services division which combines the
businesses previously operated by Rosenblatt Limited and Memery
Crystal LLP.
Rosenblatt
-- Rosenblatt is one of the UK's pioneering legal practices and
a leader in dispute resolution. Rosenblatt provides a range of
legal services to its diversified client base, which includes
companies, banks, entrepreneurs, and individuals. Complementing
this is Rosenblatt's increasingly international footprint, advising
on complex cross-jurisdictional disputes.
Memery Crystal
-- Memery Crystal offers legal services in a range of areas such
as corporate (including a market-leading corporate finance
offering), real estate, commercial, IP & technology (CIPT),
banking & finance, tax & wealth structuring, and
employment. Memery Crystal is one of the leading legal practices in
the UK to advise the emerging cannabis sector on a wide range of
business issues. Memery Crystal offers a partner-led service to a
broad range of clients, from multinational companies, financial
institutions, and owner-managed businesses to individual
entrepreneurs.
Convex Capital Limited ("Convex Capital")
-- Convex Capital is a specialist sell-side corporate finance
boutique based in Manchester. Convex Capital is entirely focused on
helping companies, particularly owner-managed and entrepreneurial
businesses, realise their value through sales to large corporates.
Convex Capital identifies and proactively targets firms that it
believes represent attractive acquisition opportunities.
LionFish Litigation Finance Limited ("LionFish")
-- The Group also provides litigation finance in selected cases
through a separate arm, LionFish Litigation Finance Limited.
LionFish finances litigation matters being run by other solicitors
in return for a significant return on the outcome of those cases.
As such, the Group has two types of litigation assets -
Rosenblatt's own client matters, and litigation matters run by
third-party solicitors. LionFish is positioned to be a unique,
alternative provider to the traditional litigation funders.
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