TIDMUBG
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 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 GBP3.3 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 GBP183,192.
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 Number of Number of Number of Percentage
Director(*) Existing Placing or Ordinary of Ordinary
Ordinary Subscription Shares held Shares on
Shares Shares subscribed on Admission Admission**
for
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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END
ROIUURRRUAUBUAR
(END) Dow Jones Newswires
July 22, 2022 06:03 ET (10:03 GMT)
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