TIDMCMO
RNS Number : 5240E
CMO Group PLC
08 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
WHOLLY OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is not an offer of securities for sale in the
United States or any other jurisdiction. Investors should not
subscribe for or purchase any transferable securities referred to
in this announcement except on the basis of information in the
admission document (the "Admission Document") published by CMO
Group PLC (the "Company" and, together with its subsidiary
undertakings, the "Group") on 2 July 2021 in connection with the
proposed admission of its ordinary shares to trading on the AIM
market ("AIM") of the London Stock Exchange plc (the "London Stock
Exchange"), ("Admission"). Copies of the Admission Document are
available for inspection from the Company's registered office and
on the Company's website at https://www.cmogroup.com.
8 July 2021
CMO Group PLC
ADMISSION TO TRADING ON AIM AND FIRST DAY OF DEALINGS
CMO Group PLC ("CMO", the "Company" or the "Group"), the UK's
largest online-only retailer of building materials, is pleased to
announce the admission of its entire issued and to be issued share
capital to trading on the AIM market of the London Stock Exchange.
Admission will take place and dealing will commence at 8.00 a.m.
today under the ticker CMO and ISIN GB00BMB5Y385.
On 2 July 2021, CMO announced a GBP45 million fundraising which
raised GBP27.3 million for the Company and GBP17.7 million for the
selling shareholders. At the Placing Price of 132p per share the
market capitalisation of the Company will be approximately GBP95
million.
The proceeds attributable to the Company from the fundraising
together with its existing cash resources are intended to provide
CMO with a long-term funding model; execute on strategic
opportunities, both organically and through M&A; reduce debt
and restructure the Group's balance sheet thereby providing further
flexibility to fund future growth.
The Company's Admission Document is available to view on the
Company's website at www.cmogroup.com
Liberum Capital Limited ("Liberum") is acting as Nominated
Adviser and Sole Bookrunner in relation to the Admission. GCA
Altium is acting as Financial Adviser
Dean Murray, Chief Executive Officer of CMO Group PLC, said:
"We are very proud to be marking a landmark day in the history
of CMO. The business has grown rapidly taking advantage of its
innovative and differentiated model providing today's internet
savvy customer with the broadest range of product at highly competitive
prices, delivered conveniently and efficiently. A successful
completion of our IPO and admission to trading on AIM is an exciting
next step on our growth journey.
I would like to take this opportunity to thank our team for
their support over the years. They have helped to build a brilliant
business that is perfectly positioned to continue to thrive and
build its share of an enormous marketplace.
We are very pleased to welcome a strong blue chip shareholder
base who through their investment have endorsed the business
by taking a stake in the Company's future. We look forward to
working together on this next chapter in the Company's development."
Enquiries:
CMO Group PLC Via Instinctif
Dean Murray, CEO
Jonathan Lamb, CFO
Liberum Capital Limited (Nominated Tel: +44 20 3100 2000
Adviser, Sole Bookrunner)
Andrew Godber
Lauren Kettle
Louis Davies
Cara Murphy
GCA Altium Limited (Financial Tel: +44 20 7484 4040
Adviser)
Sam Fuller
Katherine Hobbs
James Grundy
Instinctif Partners (Public
Relations)
Justine Warren Tel: +44 20 7457 2010
Matthew Smallwood Tel: +44 20 7457 2005
Rosie Driscoll Tel: +44 20 7457 2856
Note to Editors:
Founded in 2008 as Construction Materials Online, CMO is the
UK's largest online-only retailer of building materials. The
Company is disrupting a GBP27 billion predominantly offline market
with a digital first proposition and market leading product choice,
supported by high quality customer service and technical
expertise.
CMO has created category authority by offering market-leading
ranges listing over 75,000 products through its seven specialist
websites: Roofingsuperstore.co.uk, Drainagesuperstore.co.uk,
Insulationsuperstore.co.uk, Doorsuperstore.co.uk,
Tileandfloorsuperstore.co.uk, cmotrade.co.uk and
Totaltiles.co.uk.
Its unique digital hybrid service model, developed over more
than 10 years, combines specialist advice and expertise tailored to
category and customer needs online, to service the next generation
of digital natives by bridging the gap between traditional bricks
and mortar retailers and pureplay digital retailing. CMO has
established trusted partnerships with manufacturers and supply
partners across the UK. Its business model is asset light with the
majority of products dropshipped directly from the manufacturers to
its customers. CMO's aim is to revolutionise the shopping
experience of homeowners and tradespeople to become the 'go to'
digital retailer of building materials, providing market leading
product choice, relevant help and advice, and a personalised
customer experience.
IMPORTANT NOTICES:
Liberum Capital Limited ("Liberum") which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for the Company and no-one else in connection
with Admission. Liberum will not regard any other person as its
client in relation to Admission and will not be responsible to
anyone other than the Company for providing the regulatory
protections afforded to its clients, nor for providing advice in
relation to the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
Neither Liberum, nor any of its subsidiary undertakings,
affiliates or any of its directors, officers, employees, advisers,
agents or any other person accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information or opinions contained in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith and any
liability therefore is expressly disclaimed.
This announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investments and are: (i) if in a member state of the
European Economic Area ("EEA"), Qualified Investors as defined in
article 2.1(e) of Directive 2003/71/EC as amended, including by the
2010 Prospectus Directive amending Directive (Directive 2010/73/EC)
and to the extent implemented in the relevant member state (the
"Prospectus Directive"); (ii) if in the United Kingdom, are
Qualified Investors within the meaning of the UK version of the
Prospectus Regulation which forms part of domestic law pursuant to
the European Union (Withdrawal) Act 2018 and (a) fall within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (b)
are persons who fall within article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order (all
such persons together being referred to as "Relevant Persons").
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
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
CMO Group PLC.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of Africa, New Zealand, Japan or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any 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.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, the
securities referred to herein to any person in any jurisdiction,
including the United States (including its territories and
possessions, any State of the United States and the District of
Columbia), Australia, Canada, the Republic of South Africa, New
Zealand or Japan or in any jurisdiction to whom or in which such
offer or solicitation is unlawful. The Placing and the distribution
of this announcement and other information in connection with the
Placing and Admission in certain jurisdictions may be restricted by
law and persons into whose possession this announcement, any
document or other information referred to herein comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither
this announcement nor any part of it nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
The securities referred to herein may not be offered or sold,
transferred or delivered directly or indirectly, in the United
States unless registered under the US Securities Act of 1933, as
amended ("US Securities Act") or offered in a transaction exempt
from, or not subject to, the registration requirements of the US
Securities Act or any other applicable securities laws of the
United States and in accordance with any applicable securities laws
of any state or other jurisdiction of the United States. The
securities referred to herein have not been and will not be
registered under the US Securities Act or under the applicable
securities laws of Australia, Canada, the Republic of South Africa,
New Zealand or Japan. There will be no public offer of the
securities referred to herein in the United States, Australia,
Canada, the Republic of South Africa, New Zealand or Japan. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada, the Republic of South Africa,
New Zealand or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, the Republic of
South Africa, New Zealand or Japan.
The securities referred to herein have not been and will not be
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or 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.
Any subscription for or purchase of securities in the proposed
Placing should be made solely on the basis of the information
contained in Admission Document published by the Company in
connection with the Placing and Admission. The information in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed for any
purposes whatsoever on the information contained in this
announcement or its accuracy, completeness or fairness. The
information in this announcement is subject to change. However, the
Company does not undertake to provide the recipient of this
announcement with any additional information, or to update this
announcement or to correct any inaccuracies, and the distribution
of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with the Placing
or any transaction or arrangement referred to in this announcement.
This announcement has not been approved by any competent regulatory
authority.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
Certain figures contained in this announcement 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.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Forward looking statements
Certain statements in this document are or may constitute
forward looking statements, including statements about current
beliefs and expectations of the Directors. In particular, the words
"expect", "anticipate", "estimate", "may", "should", "plan",
"intend", "will", "would", "could", "target", "believe" and similar
expressions (or in each case their negative and other variations or
comparable terminology) can be used to identify forward looking
statements. Such forward looking statements are based on the
Board's expectations of external conditions and events, current
business strategy, plans and the other objectives of management for
future operations, and estimates and projections of the Company's
financial performance.
Though the Board believes these expectations to be reasonable at
the date of this document they may prove to be erroneous. Forward
looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, achievements
or performance of the Company, or the industry in which the Company
operates, to be materially different from any future results,
achievements or performance expressed or implied by such forward
looking statements.
Any forward looking statement in this document speaks only as of
the date it is made. Save as required by law or the AIM Rules, the
Company undertakes no obligation to publicly release the results of
any revisions to any forward looking statements in this document
that may occur due to any change in the Board's expectations or in
order to reflect events or circumstances after the date of this
document.
Any forward looking statement in this document based on past or
current trends and/or activities of the Company should not be taken
as a representation or assurance that such trends or activities
will continue in the future. No statement in this document is
intended to be a profit forecast.
INFORMATION TO DISTRIBUTORS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN (A) DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL
INSTRUMENTS, AS AMED ("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 THE PRODUCT GOVERNANCE
REQUIREMENTS CONTAINED WITHIN 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 MIFID II AND THE UK PRODUCT GOVERNANCE RULES) MAY
OTHERWISE HAVE WITH RESPECT THERETO, THE SECURITIES WHICH ARE THE
SUBJECT OF THIS ANNOUNCEMENT ("PLACING SHARES") HAVE BEEN SUBJECT
TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH
SECURITIES ARE: (I) COMPATIBLE WITH AN TARGET MARKET OF (A) RETAIL
INVESTORS, AS DEFINED IN MIFID II AND REGULATION (EU) NO 2017/565
AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "EUWA") (B) INVESTORS WHO MEET THE
CRITERIA OF PROFESSIONAL CLIENTS, AS DEFINED IN MIFID II AND
REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUWA (C) ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID
II AND THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK ("COBS"); AND (II)
ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE
PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").
NOTWITHSTANDING THE 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 TARGET MARKET
ASSESSMENT IS WITHOUT PREJUDICE TO ANY CONTRACTUAL, LEGAL OR
REGULATORY SELLING RESTRICTIONS IN RELATION TO THE OFFER.
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 COBS; OR (B) A RECOMMATION 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
MSCDKOBPPBKDQOK
(END) Dow Jones Newswires
July 08, 2021 02:00 ET (06:00 GMT)
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