TIDMMAB1
RNS Number : 5050W
Mortgage Advice Bureau(Holdings)PLC
27 April 2016
Mortgage Advice Bureau (Holdings) plc
("MAB" or the "Company")
Not for publication, distribution or release directly or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
Result of secondary placing of existing ordinary shares in
MAB
On 27 April 2016, MAB announced that it had 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").
MAB announces that the Selling Shareholders have subsequently
sold 7,569,240 ordinary shares in the Company, representing
approximately 15.0% per cent of the Company's issued share capital.
The Placing Shares were placed at a price of 360 pence per share
and were sold to institutional investors in a placing managed by
Canaccord Genuity Limited and Zeus Capital Limited.
Details of the number of Placing Shares sold by the Selling
Shareholders are as follows:
Shareholding pre-placing(1) Number Resultant holding(1)
of Placing
Shares
sold
Selling Number Percentage Number Percentage
shareholder 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
has gifted 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 therefore no
longer has any disclosable interest in those ordinary shares.
Following the Placing, the members of the Concert Party (as
defined in the Company's Admission Document) excluding Michelle
Draycott, who as announced by the Company earlier today is no
longer considered to be acting in concert with Peter Brodnicki,
David Preece and Paul Robinson, have a combined interest of
16,410,110 ordinary shares in the Company, representing 32.52 per
cent of the Company's issued share capital.
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
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.
These materials do 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.
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 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 (including its territories and possessions,
any state of the United States and the District of Columbia),
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, Zeus
Capital Limited, or Canaccord Genuity 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, Zeus Capital Limited and Canaccord Genuity
Limited to inform them about and to observe any applicable
restrictions.
Zeus Capital Limited and Canaccord Genuity 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 Zeus Capital Limited and Canaccord Genuity Limited, nor for
providing advice in relation to the Placing or any matters referred
to in this announcement.
(MORE TO FOLLOW) Dow Jones Newswires
April 27, 2016 05:26 ET (09:26 GMT)
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 Zeus
Capital Limited or Canaccord Genuity 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
MSCKDLBLQZFLBBX
(END) Dow Jones Newswires
April 27, 2016 05:26 ET (09:26 GMT)
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