RNS Number : 2699A
RBG Holdings PLC
28 May 2021
28 May 2021
RBG Holdings plc
("RBG" or the "Group")
Completion of acquisition
RBG Holdings plc (AIM: RBGP), the professional services group,
is pleased to confirm that, further to the announcement of 20 April
2021, the Group has today completed the acquisition of the business
of Memery Crystal LLP ("Memery Crystal"), having received
regulatory approval ("Completion").
As previously announced, RBG has agreed to acquire Memery
Crystal for total consideration of GBP30.0 million comprising GBP12
million in cash and GBP11.2 million in RBG shares due on
Completion, together with a further, GBP6.8 million in cash
deferred over two payments on the sixth and 12-month anniversary of
In order to satisfy the portion of the Consideration due in RBG
shares, the Company will issue 9,739,130 new ordinary shares of 0.2
pence each ("Consideration Shares"), representing a deemed price
per Consideration Share of GBP1.15 pence (being the volume weighted
average mid-market price of RBG shares in the five business days
prior to exchange of contracts, being 20 April 2021).
The Consideration Shares are subject to a lock-in agreement
including a prohibition on transfer spanning an initial period from
Completion of the acquisition to the second anniversary of
Completion (being 28 May 2023), followed by a further one-year
period to the third anniversary of Completion (28 May 2024),
whereby any shares being transferred are subject to certain
It is expected that admission of the 9,739,130 Consideration
Shares to AIM ("Admission") will occur and that dealings will
commence at 8.00 a.m. on 2 June 2021. The Consideration Shares will
rank pari passu with the existing ordinary shares in the Group.
Following Admission of the Consideration Shares, the Group will
have 95,331,236 Ordinary Shares in issue and no Ordinary Shares in
treasury. Therefore, the total voting rights in RBG will be
This figure may be used by shareholders as the denominator for
the calculation by which they may determine if they are required to
notify their interest in, or change to their interest in, the Group
under the FCA's Disclosure Guidance and Transparency Rules.
RBG Holdings plc Via SEC Newgate
Nicola Foulston, CEO
N+1 Singer (Nomad and Broker) Tel: +44 (0)20 7496 3000
Shaun Dobson / Alex Bond (Corporate
Tom Salvesen (Corporate Broking)
SEC Newgate (for media enquiries) Tel: +44 (0)7540 106366
Robin Tozer/Tom Carnegie firstname.lastname@example.org
About RBG Holdings plc
RBG Holdings plc is a professional services group, which
includes one of the UK's pioneering law firms, Rosenblatt Limited
("RBL"), which is a leader in dispute resolution.
RBL provides a range of legal services to its diversified client
base, which includes companies, banks, entrepreneurs, and
individuals. Complementing this is RBL's increasingly international
footprint, advising on complex cross-jurisdictional matters. RBL's
practice areas include banking & finance, competition &
regulatory, corporate, dispute resolution, employment, financial
crime, financial services, insolvency & financial
restructuring, IP/technology/media, real estate, serious &
general crime, tax resolution and white-collar crime.
In April 2021, the Group announced the acquisition of the
business of specialist international law firm Memery Crystal LLP
("Memery Crystal"). RBL and Memery Crystal will retain their own
brand identities and separate offices, and together will form the
Group's Legal Services Division.
The Group also provides litigation finance in selected cases
through a separate arm, LionFish Litigation Finance (UK) Limited
("LionFish"). 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 - RBL'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.
The Group also owns Convex Capital Limited ("Convex Capital"), a
specialist sell-side corporate finance boutique based in
Manchester. Convex Capital is entirely focussed 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.
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(END) Dow Jones Newswires
May 28, 2021 12:18 ET (16:18 GMT)
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