TIDMMAB1
RNS Number : 2936G
Mortgage Advice Bureau(Holdings)PLC
28 March 2022
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED
("MAR").
28 March 2022
Mortgage Advice Bureau (Holdings) plc
Acquisition of The Fluent Money Group
Acquisition of a fast-growing telephone advice mortgage and
specialist lending intermediary to accelerate growth in the
national lead sector and broaden revenue mix and customer
proposition. Significant earnings enhancement expected in the first
full year post acquisition
Mortgage Advice Bureau (Holdings) plc ("MAB" or the "Company"
which such term shall include its wholly-owned subsidiary, Mortgage
Advice Bureau Limited), one of the UK's leading consumer
intermediary brands and specialist Appointed Representative
networks, is pleased to announce that it has agreed to acquire, via
its subsidiary Mortgage Advice Bureau Limited, approximately 75% of
Project Finland Topco Limited ("Fluent" or the "Fluent Money
Group") for a total cash payment of c.GBP73 million based upon an
enterprise value of GBP95 million (on a debt free, cash free basis)
(the "Acquisition") together with a put and call option over the
remaining interests.
Fluent is a technology enabled telephone advice mortgage broking
platform that has developed an end to end digital customer journey,
with approximately 420 employees including c.125 advisers across
Mortgages (first charge mortgages), Secured Personal Loans (second
charge mortgages), Later Life lending and Bridging Finance. The
Acquisition will be funded from renewed and increased debt
facilities, existing cash resources and the proceeds of a proposed
placing of new ordinary shares in the Company ("Placing Shares"),
to raise c. GBP40 million (the "Placing"), also announced today
(the "Placing Announcement"). This announcement should be read in
conjunction with the Placing Announcement.
The Placing is being conducted through an accelerated
bookbuilding process, which will be launched immediately following
the release of the Placing Announcement. Numis Securities Limited
("Numis") is acting as the Company's sole bookrunner in connection
with the Placing. The Company and Numis have today entered into a
placing agreement with respect to the Placing (the "Placing
Agreement").
The Acquisition is conditional on admission of the Placing
Shares to trading on AIM and approval by the FCA of the change in
control. Completion of the Acquisition is not expected to occur
before the second half of 2022.
Acquisition highlights
-- Fluent is a fast-growing telephone advice mortgage and
specialist lending intermediary that has formed relationships with
a range of third party brands, including aggregators and other
national lead sources operating across first charge, second charge,
lifetime mortgages and bridging loan product areas
-- Acquisition of c.75% of the issued share capital of Fluent
from its current shareholders including Beech Tree Private Equity
and founders/management including the CEO, Kevin Hindley, Paul
Ford, Simon Moore and Tim Wheeldon for a total cash payment of
c.GBP73m based on an enterprise value of GBP95m (on a debt free,
cash free basis). This amount will be funded by a c. GBP40m equity
placing alongside renewed and increased debt facilities and
existing cash resources
-- MAB has also entered into a shareholders' agreement with
founders/management who will be retaining c.25% of the issued share
capital of Fluent at completion. This also provides for a put and
call option for MAB to acquire such remaining stake after 6 years
at a valuation subject to performance criteria relating to future
growth and profitability to align with MAB's growth objectives. The
total consideration for this put and call option and a put and call
option over growth shares that will be issued in Fluent to the
wider management team will be capped at c.GBP118m and will be
determined on the basis of future financial performance. MAB will,
at its discretion, be able to satisfy up to 50% of the exercise
consideration for the above put and call options in ordinary shares
and such shares will be subject to a 12 month orderly market
undertaking upon issue
-- In the year to Mar-22E(2) , Fluent is expected to generate
GBP38.5m revenue (+45% yoy) and adjusted EBITDA(3) of GBP4.2m
(+118% yoy)
-- Fluent's revenue and EBITDA have rebounded strongly from the
Covid-impacted financial year to 31 March 2021 and MAB anticipates
this strong growth will continue. Fluent's recent significant
increase in lead flow is expected to drive revenue and EBITDA
growth and MAB expects Fluent's adjusted EBITDA to double in the
calendar year to 31 December 2022 from that expected to be reported
in the financial year ending 31 March 2022
-- The Acquisition is transformational for MAB's national lead
generation strategy and is expected to accelerate the Group's
growth and broaden its revenue mix and customer proposition
-- The Acquisition is subject to the admission of the Placing
Shares to trading on AIM and FCA change of control approval. The
Acquisition is not expected to complete until H2 2022 following FCA
approval
-- Shares to be issued in connection with the Placing will
receive the 2021 proposed final dividend of 14.7p per share,
subject to such dividend being approved by shareholders
(1) Assumes completion on or around 30 June 2022. Excludes
deal-related fees
(2) Current accounting reference date of 31 March for Project
Finland Topco Limited will be changed to 31 December post
completion. In the financial year ending 2022 outturn based on 11
months actuals
(3) Excludes costs relating to the private equity structure
Strategic rationale for the Acquisition
Margin Growth
-- Higher margin opportunities from retention and protection
that are in early stages of growth should be enhanced by MAB
expertise
Lead Generation
-- MAB has a strong position in servicing locally generated
leads, and has recently expanded its addressable market by
launching a national lead source proposition
-- Fluent has a strong and growing position in servicing
nationally generated leads for secured personal loans, mortgages,
later life lending and bridging finance
-- Significant increase in lead flow run-rate driving revenue and EBITDA growth
-- Competitive advantage in leveraging the reputation of both
businesses, with combined resources to service rapidly increasing
lead generation
Adviser Productivity
-- Fluent is demonstrating high levels of adviser performance as
a result of combining strong and reliable lead flow and technology,
supporting MAB's strategy of delivering lead flow to high
performing advisers and firms
-- Lead flow to MAB's invested businesses should benefit MAB's margin
Adviser growth
-- The increasing level of national lead generation allows
Fluent to scale adviser numbers quickly
-- Through sharing best practice, Fluent's well established
processes will support MAB's other invested businesses and other
appointed representatives who are servicing MAB's national lead
generation. This should help MAB to optimise its own performance
and adviser growth
New Products and services
-- Fluent has a broad range of specialist lending solutions
in-house, enabling them to secure major new lead sources and
optimise margins. This supports MAB's plans to bring these areas of
specialism in-house
-- Diversification of earnings mix supports growth
Addressable Market
-- The Acquisition enables MAB to partner with a fast-growing
broker in the national lead source sector, broadening MAB's market
reach, and accelerates plans to grow market share, productivity,
and margins
-- The new products and services that will now be delivered
in-house should enable MAB to grow these market segments across
both businesses
Financial highlights
-- The transaction is expected to be significantly earnings
enhancing in the first full year post acquisition, being the year
to 31 December 2023
-- Revenue synergies readily realisable and potential for future cost synergies
Peter Brodnicki, Founder and CEO of MAB, said:
"We are very excited to partner with a like-minded management
team and high growth intermediary that is a leader in centralised
telephone mortgage advice. This acquisition is a perfect example of
our strategy to invest in complementary businesses and platforms to
help accelerate growth by broadening our proposition. MAB has
targeted the fast-growing sector of national lead generation by
using technology to link together its key Appointed Representatives
and invested firms seamlessly. Combined, we expect that Fluent and
MAB will be able to grow this new market share opportunity quickly
and effectively, complementing the local/regional strategy
delivered by the rest of MAB's growing distribution."
New debt facilities
MAB has entered into new 4-year debt facilities with NatWest
comprising a GBP20m Term Loan (the "Term Loan") and GBP15m
Revolving Credit Facility ("RCF"), both of which can be used for
this acquisition with the RCF also available for general corporate
purposes if the acquisition does not proceed or from unused or
repaid amounts. The RCF has to be finally repaid after 4 years from
today. Approximately half of the Term Loan will be repaid over the
next 4 years with the remainder repayable at maturity. There is an
option to extend the RCF and the Term Loan for a further year.
Information on Fluent
Fluent is a fast-growing technology-enabled telephone advice
broker that has developed an end to end digital customer journey.
Fluent was established in 2008 as a second charge mortgage broking
company and received an investment from Beech Tree Private Equity
in February 2016. It has become a market leader in the second
charge sector and entered the first charge mortgage market with the
acquisition of Brytannic Extra Finance in June 2017.
Fluent currently has about 420 full time employees including
c.125 advisers across its four products: Secured Personal Loans,
Mortgages, Later Life Lending and Bridging Finance. Fluent operates
nationwide from a single modern office in Bolton.
Fluent's model is built on an end-to-end digital customer
journey supported by telephony advice. This combination delivers a
high quality customer experience across Fluent's range of
products.
Fluent has been very successful at winning new mandates from
existing and new lead partners and is well positioned to capture
new business opportunities. It is currently experiencing strong
momentum, resulting in major new mortgage contracts being secured,
with the potential for accelerated growth and market share gains as
it fulfils rapidly increasing lead flow as the business scales.
Financial track record
Fluent's unaudited financials for the 12 months to 31 March 2020
and 2021 and expected outturn financials for the 12 months to 31
March 2022 are shown below:
GBPm Mar-20a Mar-21a Mar-22e(2)
Revenue 33.0 26.6 38.5
-------- -------- -----------
Adj. EBITDA(1) 3.2 1.9 4.2
-------- -------- -----------
Margin (%) 9.6% 7.2% 10.9%
-------- -------- -----------
(1) Excludes costs relating to the private equity structur e
(2) FY22 outturn based on 11 months actuals
The person responsible for arranging the release of this
announcement on behalf of the Company is Lucy Tilley, Chief
Financial Officer and a director of the Company.
For further information please contact:
Mortgage Advice Bureau (Holding) plc
Peter Brodnicki, Chief Executive Officer
Ben Thompson, Deputy Chief Executive Officer
Lucy Tilley, Chief Financial Officer
+44 (0) 1332 525007
Numis (Sole Financial Adviser, Nomad, Broker and Sole
Bookrunner)
Stephen Westgate / Aoife McCarthy / Giles Rolls (QE) / Jamie
Loughborough, William Baunton (ECM)
+44 (0)20 7260 1000
THIS ANNOUNCEMENT IS RELEASED BY AND IS THE SOLE RESPONSIBILITY
OF MORTGAGE ADVICE BUREAU (HOLDINGS) PLC. THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF MAR,
AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER
ARTICLE 17 OF MAR.
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, New Zealand, 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 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, New Zealand, the Republic of South Africa or any other state
or jurisdiction (or to any persons in any of those jurisdictions).
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 of 1933, as amended (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 of the offering of the Placing
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or to, or
for the account or benefit of, any national, resident or citizen of
Australia, Canada, Japan, New Zealand, 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 Prospectus Regulation
(EU) 2017/1129 (as supplemented by Commission Delegated Regulation
(EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979),
as amended from time to time and including any relevant
implementing measure in any member state (the "EU Prospectus
Regulation") and / or as transposed into the laws of the United
Kingdom pursuant to the European Union (Withdrawal) Act 2018 and
the European Union (Withdrawal Agreement) Act 2020) (the "UK
Prospectus Regulation").
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("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 will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the 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 Numis Securities Limited (the
"Bank")) is directed only at: (a) persons in Member States of the
European Economic Area ("EEA") who are qualified investors within
the meaning of article 2(e) of the EU Prospectus Regulation
("Qualified Investors"); (b) in the United Kingdom, Qualified
Investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are persons 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; and (c) otherwise, persons to
whom it may otherwise lawfully be communicated, (all 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 herein) 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 the Bank, or by any of its respective partners,
directors, officers, employees, 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.
None of the information in this Announcement has been
independently verified or approved by the Bank or any of its
respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Bank 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 the Bank or any of its respective
partners, directors, officers, employees, advisers, consultants or
affiliates whatsoever for the contents of the information contained
in 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 the Bank or any of its respective partners, directors,
officers, employees, 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. The Bank and its respective partners, directors, officers,
employees, advisers, consultants and affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by the Bank or any of its respective partners,
directors, officers, employees, advisers, consultants or affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement. The Bank'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.
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, the Bank 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 the Bank 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
thereof) should seek appropriate advice before taking any
action.
Numis is authorised and regulated in the United Kingdom by the
FCA. Numis is acting solely for the Company and no-one else in
connection with the Placing and the Acquisition 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, the
Acquisition or the transactions and arrangements described in this
Announcement. Numis is not responsible to anyone other than the
Company for providing the protections afforded to clients of
Investec nor for providing advice in connection with the contents
of this Announcement, the Placing, the Acquisition or the
transactions and arrangements described herein.
In connection with the Placing, the Bank 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 the
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, the Bank and any of its
affiliates acting in such capacity. In addition, the Bank and any
of its affiliates may enter into financing arrangements (including
swaps) with investors in connection with which the Bank and any of
its affiliates may from time to time acquire, hold or dispose of
shares. The Bank do 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. 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. 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 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. The information contained in this Announcement
is subject to change without notice and except as required by
applicable law or regulation, the Company 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 acquire Placing Shares in the Placing must be made
solely on the basis of publicly available information, which has
not been independently verified by the Bank. 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 Company and the business 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. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
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, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of 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.
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the terms
and conditions of the Placing and the Bookbuilding Process. Persons
who choose to participate in the Placing, by making an oral or
written offer to subscribe for Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions in this Announcement and to be
providing the representations, warranties, agreements,
acknowledgements and undertakings contained in the Appendix.
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, THE BANK 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 THE BANK TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, SUCH RESTRICTIONS.
UK Product Governance Requirements
Solely for the purposes of 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 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: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK
law by virtue of the European Union (Withdrawal) Act 2018 and the
European Union (Withdrawal Agreement) Act 2020; (b) eligible
counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook ("COBS"); and (c) retail clients who do not meet the
definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(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, the Bank
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 UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
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END
ACQBLGDXBGDDGDI
(END) Dow Jones Newswires
March 28, 2022 12:29 ET (16:29 GMT)
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