TIDMMAB1
RNS Number : 4645W
Mortgage Advice Bureau(Holdings)PLC
27 April 2016
Mortgage Advice Bureau (Holdings) plc
Not for publication, distribution or release directly or
indirectly, in whole or in part, into or in the United States
(including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States"),
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which offers for sale would be prohibited by
applicable law.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Australia, Canada, Japan or the Republic of South Africa. Neither
this announcement nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction.
27 April 2016
Proposed secondary placing of existing ordinary shares in
Mortgage Advice Bureau (Holdings) plc ("MAB" or the "Company")
MAB announces today that it has been advised by certain
individual shareholders (and some of their respective spouses and
SIPPs) of the Company (the "Selling Shareholders"), including
certain board directors of the Company, of their intention to sell
up to 7,569,240 ordinary shares in the Company (the "Placing
Shares") via an accelerated bookbuild to institutional investors
(the "Placing"). This represents up to 15.0 per cent of the
Company's issued share capital.
Details of the maximum number of Placing Shares to be sold by
the Selling Shareholders are as follows:
Shareholding Maximum Resultant holding
pre-placing(1) number of assuming
Placing all Placing Shares
Shares to sold(1)
be sold
Selling Number Percentage Number Percentage
Shareholders of ordinary of issued of ordinary of issued
shares share shares share capital
capital
Peter Brodnicki(2) 18,126,400 35.92 4,015,490 14,110,910 27.96
David Preece(3) 2,574,800 5.10 1,050,000 1,524,800 3.02
Paul Robinson(4) 2,574,400 5.10 1,500,000 774,400 1.53
Michelle
Draycott 1,365,000 2.71 341,250 1,023,750 2.03
Simon Blunt 845,000 1.67 211,250 633,750 1.26
Richard
Palmer 844,000 1.67 211,000 633,000 1.25
Gareth Herbert 557,000 1.10 105,750 451,250 0.89
Simon A
Frankish 538,000 1.07 134,500 403,500 0.80
(1) Including those shares held by members of the shareholder's
family as defined in the AIM Rules for Companies and those held in
the Company's Share Incentive Plan.
(2) Peter Brodnicki also holds options over 325,000 ordinary shares.
(3) David Preece also holds options over 275,000 ordinary shares.
(4) Concurrently with completion of the Placing, Paul Robinson
intends to gift for nil consideration 300,000 ordinary shares in
the Company to a third party who does not constitute a family
member for the purposes of the AIM Rules and Paul Robinson will
therefore no longer have any disclosable interest in those ordinary
shares.
The Placing will be managed by Canaccord Genuity Limited as
joint bookrunner and settlement agent and Zeus Capital Limited as
joint bookrunner, together acting as the joint bookrunners (the
"Bookrunners"). The books for the Placing will open with immediate
effect and are expected to close no later than 4.30 p.m. on 27
April 2016. The timing of the closing of the books and the
distribution of allocations may be accelerated or delayed by the
Bookrunners at their discretion. The final number of Placing Shares
to be placed and the Placing price will be agreed by the
Bookrunners and the Selling Shareholders at the close of the
bookbuild process, and the results of the Placing will be announced
as soon as practicable thereafter.
Prior to the close of the bookbuild process, Peter Brodnicki
intends to gift for nil consideration 676,000 ordinary shares in
the Company, representing approximately 1.34 per cent. of the
issued share capital of the Company, to his wife, Stephanie
Brodnicki. All of these shares are intended to be sold in the
Placing.
Proposed grant of options
The Company intends to grant options to Peter Brodnicki and
David Preece (as well as other proposed recipients who are not
Selling Shareholders, including Lucy Tilley who is a director)
pursuant to its executive share plan. It is intended that each of
Peter Brodnicki, David Preece and Lucy Tilley will be granted
options to the value of twice their basic salary at the prevailing
market price at the time of such grant of options. These options
will be subject to performance conditions based on total
shareholder return and earnings per share criteria and are expected
to be exercisable after 3 years from grant in normal circumstances.
They will thus have a different vesting profile to the options
granted at the time of the Company's IPO in November 2014.
Concert Party membership
As disclosed in the Company's Admission Document, dated 11
November 2014, Peter Brodnicki, Paul Robinson, David Preece and
Michelle Draycott (together with their respective connected
persons) were treated as persons acting in concert for the purposes
of the City Code (the "Concert Party"). It has been accepted by the
Takeover Panel that Michelle Draycott should no longer be treated
as acting in concert with Peter Brodnicki, David Preece and Paul
Robinson and, accordingly, she no longer forms part of the Concert
Party.
Lock-in
The Selling Shareholders have agreed with the Bookrunners
(subject to certain limited exceptions including transfers to
connected persons (within the meaning of section 252 of the
Companies Act 2006) or to trustees for their benefit and disposals
by way of acceptance of a recommended takeover offer for the entire
issued share capital of the Company) not to directly or indirectly,
dispose or agree to dispose of any remaining shares (or any
economic interest in them) held or controlled by them for a period
of 12 months from the completion of Placing without the prior
written consent of the Bookrunners.
Enquiries:
Mortgage Advice Bureau (Holdings) plc +44 (0)1332 525007
Peter Brodnicki, Chief Executive Officer
David Preece, Chief Operating Officer
Lucy Tilley, Finance Director
Zeus Capital +44 (0)20 3829 5000
Martin Green
Nicholas How
Mike Cuthbert
Benjamin Robertson
Pippa Underwood
Canaccord Genuity +44 (0)20 7523 8350
Roger Lambert
Kit Stephenson
Richard Andrews
Media Enquiries:
investorrelations@mab.org.uk
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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 constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent
(i) registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act") or (ii) an available exemption from
registration under the Securities Act. The Placing Shares may not
be offered or sold in the United States unless registered under the
Securities Act or offered in a private transaction exempt from, or
not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. The Placing Shares will not be
offered to the public in the United States.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in Australia, Canada, Japan, the Republic of South
Africa or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the applicable securities laws of any state or other
jurisdiction of Australia, Canada, Japan or the Republic of South
Africa. There will be no public offering of the Placing Shares in
Australia, Canada, Japan or the Republic of South Africa or
elsewhere.
(MORE TO FOLLOW) Dow Jones Newswires
April 27, 2016 02:01 ET (06:01 GMT)
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Selling Shareholders, Canaccord Genuity Limited or Zeus Capital
Limited or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States, Australia, Canada, Japan or the Republic of
South Africa. Any failure to comply with this restriction may
constitute a violation of United States, Australian, Canadian,
Japanese or South African securities laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Shareholders,
Canaccord Genuity Limited or Zeus Capital Limited, or any of their
respective affiliates that would, or which is intended to, permit a
public offer of the Placing Shares in any jurisdiction 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
Selling Shareholders, Canaccord Genuity Limited and Zeus Capital
Limited to inform them about and to observe any applicable
restrictions.
Canaccord Genuity Limited and Zeus Capital Limited, who are
regulated by the Financial Conduct Authority in the United Kingdom,
are acting exclusively on behalf of the Selling Shareholders and no
one else in connection with any offering of the Placing Shares and
will not be responsible to anyone other than the Selling
Shareholders for providing the protections offered to the clients
of Canaccord Genuity Limited and Zeus Capital Limited, nor for
providing advice in relation to the Placing or any matters referred
to in this announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord Genuity Limited or Zeus Capital Limited or by any of
their affiliates or agents as to, or in relation to, the accuracy
or completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or their advisers, and any liability therefore is
expressly disclaimed.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to MAB's business, in particular
from changes in political conditions, economic conditions, evolving
business strategy, or the mortgage intermediary industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFSESVIDFIR
(END) Dow Jones Newswires
April 27, 2016 02:01 ET (06:01 GMT)
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