TIDMELTA
RNS Number : 0534V
Electra Private Equity PLC
09 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
Electra Private Equity PLC
Related Party Transaction and Update on Circular to Shareholders
relating to the proposed cancellation of listing on the main market
of the London Stock Exchange and Admission to listing on AIM as
Unbound Group PLC and Notice of General Meeting
9 December 2021
Electra Private Equity PLC ("Electra" or the "Company") is
pleased to announce that it has submitted to the FCA for approval a
shareholder circular (the "Circular") relating to the proposed
cancellation of the Company's ordinary shares to the premium
segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities ("Delisting") and
proposed application for admission to listing on the London Stock
Exchange AIM market ("AIM") as Unbound Group PLC ("Admission") and
related matters (the "Proposals"). The Company expects to receive
approval from the FCA and to publish the Circular later today and
it will be posted to shareholders shortly thereafter.
The Circular contains a Notice of General Meeting ("GM") at
which the resolutions to approve the Proposals will be put to
shareholders. The GM will be held at 11:00am on 30 December 2021 at
the offices of Hogan Lovells International LLP at Atlantic House,
50 Holborn Viaduct, London, EC1A 2FG.
Subject to the passing of the necessary shareholder resolutions
at the GM, it is expected that the Delisting will occur at 8.00am
on 31 January 2022 at which time the Company's ordinary shares are
expected to be admitted to trading on AIM.
As part of the arrangements, Electra has today entered into a
related party transaction (within the meaning of Listing Rule
11.1.5R) (the "Related Party Transaction") with Ian Watson who is
currently the Chief Executive Officer of Electra's Hotter business
(and, as a consequence, a statutory director of a subsidiary
company of Electra) and who will become an executive director of
Unbound Group PLC on Admission, summary details of which are
included in Appendix 1 and further details of which will be
included in the Circular. Completion of the Related Party
Transaction will be conditional upon receiving shareholder approval
to the Proposals at the GM.
Appendix 1
SUMMARY OF TERMS OF RELATED PARTY TRANSACTION (WITHIN THE
MEANING OF LISTING RULE 11.1.5R)
It is proposed that Ian Watson, who is currently Chief Executive
Officer of Hotter Shoes, will become Chief Executive Officer of
Unbound Group PLC on Admission. Ian is currently a statutory
director of companies within the Electra Group (being Electra and
its subsidiary undertakings from time to time) and, as such, he is
considered a "related party" of Electra for the purposes of the
Listing Rules.
Hotter MIPCO Limited ("MIPCO"), an entity within the Electra
Group, originally issued 10,000 A ordinary shares to certain
members of Hotter management (including Ian Watson) pursuant to a
management incentive plan ("MIP") with an unrestricted market value
at the time of issue of GBP10,000 in aggregate (the "MIP Shares").
Under the terms of the MIP, the MIP Shares were designed for a sale
exit scenario, on the assumption that the MIP Shares would be
acquired as part of a sale of Hotter Shoes and that Hotter
management would be paid out in cash accordingly for the value of
their MIP Shares at that time. The MIP arrangements have today been
conditionally amended, in connection with the implementation of the
Proposals, such that the MIP payments that would have been payable
in cash in a sale exit scenario will instead be satisfied by the
issue of new shares in Unbound Group PLC to management prior to
Admission.
The amendment to the MIP arrangements, as they relate to Ian
Watson, is a related party transaction for the purposes of LR
11.1.5 based on the application of the relevant class tests, the
completion of which requires shareholder approval in accordance
with the provisions of LR11.1.7.
For the purposes of establishing the value of the MIP Shares,
the Board considered Electra's current market capitalisation and
the implied look-through valuation of Hotter Shoes as Electra's
sole remaining corporate investment as well as the internal
valuation of Hotter Shoes. As such, Electra and Hotter management
have agreed an equity value of GBP32.5 million for Hotter Shoes in
order to establish the value of the payment under the Hotter MIP in
accordance with the pre-existing valuation formula under MIPCO's
articles of association.
Under the terms of the Related Party Transaction, Ian Watson,
who is the holder of 6,353 MIP Shares, will, following the GM and
subject to shareholder approval of the resolutions at the GM, be
issued with 2,086,833 shares in the Company (representing a value
of GBP1.4 million based on the closing price of Electra shares of
65 pence per share on 8 December 2021) prior to Admission
accounting for approximately 4.94% of the total number of Unbound
Group PLC shares anticipated to be in issue at Admission.
As a related party transaction for the purposes of LR11 this
element of the Proposals requires the approval of shareholders of
Electra in order to complete and is being put to shareholders for
consideration at the GM as the Ian Watson MIP Settlement
Resolution.
The shares issued to Ian Watson form part of an issuance in
satisfaction of MIP awards to wider Hotter management of 7.8% of
the issued share capital of Unbound Group PLC on Admission. In
prior Electra reporting periods the estimated value of MIP awards
was treated as a minority interest in the value of each asset and
deducted prior to disclosure of the value attributable to Electra
shareholders.
S
ENQUIRIES
Electra Private Equity PLC
Gavin Manson, Chief Financial and Operating Officer
020 3874 8300
Vico Partners
John Sunnucks, Sofia Newitt
020 3957 5045
Financial Adviser and Sponsor to Electra Private Equity PLC
Stifel
Ash Burman, Nick Adams, Stewart Wallace, Francis North
020 7710 7600
NOTES TO EDITORS
Electra Private Equity PLC
Electra is a private equity investment trust which has been
listed on the London Stock Exchange since 1976. Electra's
investment objective is to follow a realisation strategy, which
aims to crystallise value for shareholders, through balancing the
timing of returning cash to shareholders with maximisation of
value. Since 1 October 2016, Electra has distributed over GBP2
billion to shareholders through ordinary dividends, special
dividends and share buybacks.
Unbound Group PLC
Unbound Group PLC will be the parent company for a range of
brands focused on the 55+ demographic. Initially focused on Hotter
Shoes, Unbound Group will provide a broader range of products and
services to support and enhance the active lifestyles and wellbeing
of its targeted customer community. This online e-commerce platform
will be based on the foundations of Hotter as a trusted brand,
cloud-based digital infrastructure, and strong customer
personalisation through data insight. Unbound Group's expanded
offering beyond Hotter footwear will feature apparel and wellness
products and services, alongside third-party complementary
brands.
Hotter Shoes
Hotter Shoes has been transformed from a retail to a
multi-channel business with a strong and growing digital focus over
the last 2 years, and is now a fast-growing, profitable and
cash-generative e-commerce focused footwear brand. Hotter provides
footwear with uncompromising focus on comfort and fit through the
use of differentiating technology, to a targeted demographic that
values its brand and products. Hotter's direct-to-consumer channels
now reach 29% of the female population in the UK over the age of
55, providing them with footwear that allows them to do more of
what they love. Cultural and demographic shifts now provide an
opportunity to further monetise the existing Hotter customer
database and grow it through the addition of similarly themed
products beyond footwear.
FURTHER INFORMATION
This communication is being made for information purposes only
in connection with the Related Party Transaction, Delisting and
Admission and related matters, and does not purport to be full or
complete.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and persons into
whose possession this document comes should inform themselves about
and observe any relevant restrictions. In particular, this document
may not be published or distributed, directly or indirectly, in or
into the United States of America, Canada, Australia, Japan or
South Africa.
The contents of this announcement have been prepared by and are
the sole responsibility of Electra.
This announcement does not constitute an offer or invitation to
sell or issue, or a solicitation of an offer or invitation to
purchase or subscribe for any securities in any jurisdiction nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with any contract
therefor. This announcement may not be relied upon for the purpose
of entering into any transaction and should not be construed as,
nor be relied on in connection with, any offer, invitation or
inducement to purchase or subscribe for, or otherwise acquire, hold
or dispose of any securities of Electra and shall not be regarded
as a recommendation in relation to any such transaction
whatsoever.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the UK by the FCA, is acting as sponsor and
nominated adviser to Electra exclusively in connection with the
Related Party Transaction, the Delisting and Admission and for no
one else in connection with the Related Party Transaction, the
Delisting and Admission or any other matters described in this
announcement and will not regard any other person as a client in
connection with the Related Party Transaction, the Delisting and
Admission or any other matters described in this announcement or be
responsible to anyone other than Electra for providing the
protections afforded to clients of Stifel nor for providing advice
in connection with the Related Party Transaction, the Delisting and
Admission or any other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may
be imposed on Stifel by the Financial Services and Markets Act 2000
or the regulatory regime established thereunder, neither Stifel nor
any of its affiliates, directors, officers or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a
client of Stifel for the contents of this announcement or its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, or by any
other person(s) in connection with the Related Party Transaction,
the Delisting and Admission, this announcement, any statement
contained herein, or otherwise.
Certain statements made in this announcement are forward-looking
statements and by their nature, all such forward-looking statements
involve risk and uncertainty. Forward-looking statements include
all matters that are not historical facts and often use words such
as "expects", "may", "will", "could", "should", "intends", "plans",
"predicts", "envisages" or "anticipates" or other words of similar
meaning. These forward-looking statements are based on current
beliefs and expectations based on information that is known to
Electra at the date of this announcement. Actual results of the
Electra Group (being Electra and its subsidiary undertakings from
time to time), and/or their respective industries may differ from
those expressed or implied in the forward-looking statements as a
result of any number of known and unknown risks, uncertainties and
other factors, including, but not limited to, the effects of the
COVID-19 pandemic and uncertainties about its impact and duration,
many of which are difficult to predict and are generally beyond the
control of Electra. Persons receiving this announcement should not
place undue reliance on any forward-looking statements. Unless
otherwise required by applicable law or regulation Electra and its
advisers (including Stifel) disclaims any obligation or undertaking
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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END
CIRDDBDDISGDGBI
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