TIDMMAB1
RNS Number : 3639G
Mortgage Advice Bureau(Holdings)PLC
29 March 2022
THIS ANNOUNCEMENT 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR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").
29 March 2022
Mortgage Advice Bureau (Holdings) plc
Results of Placing
Mortgage Advice Bureau (Holdings) plc ("MAB" or the "Company"),
one of the UK's leading consumer intermediary brands and specialist
Appointed Representative networks, is pleased to announce the
successful completion of the equity placing announced yesterday
afternoon (the "Placing") (the "Placing Announcement"), with strong
support from existing shareholders.
A total of 3,809,524 new ordinary shares in the capital of the
Company of 0.1 pence each (the "Placing Shares") have been placed
by Numis Securities Limited ("Numis") at a price of 1,050 pence per
Placing Share (the "Placing Price"), raising gross proceeds of
approximately GBP40 million (before expenses). The proceeds from
the Placing will be used to part-fund the acquisition and
associated costs of The Fluent Money Group Limited ("Fluent"), as
announced by the Company yesterday (the "Acquisition"). Details of
the Acquisition are contained in a separate announcement released
by the Company yesterday which should be read in conjunction with
this announcement (the "Acquisition Announcement").
Terms defined in the Placing Announcement and the Acquisition
Announcement have the same meanings in this announcement (the
"Announcement") unless the context provides otherwise.
The Placing Shares represent approximately 7 per cent. of the
issued ordinary share capital of the Company prior to the Placing.
The Placing Price represents a discount of approximately 6 per
cent. to the closing price of 1,120 pence on 28 March 2022, being
the last practicable date prior to the date of this
Announcement.
Admission and Dealings
Application has been made for the Placing Shares to be admitted
to trading on AIM ("Admission"). Admission is expected to take
place on or before 8:00 a.m. on 31 March 2022. The Placing is
conditional, inter alia, upon Admission becoming effective and the
Placing Agreement becoming unconditional and not being terminated.
The Placing is not conditional on the Acquisition completing.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.
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.
Directors' Participation
Katherine Innes Ker, Chairman, Lucy Tilley, Chief Financial
Officer, Ben Thompson, Deputy Chief Executive Officer and Nathan
Imlach, Non-executive Director, have participated in the Placing
("Directors Participation") as follows:
Interest in Ordinary
Existing beneficial Shares after
interest in Placing Placing Shares
Director Ordinary Shares % Shares Admission %
Katherine
Innes Ker 14,617 0.03% 952 15,569 0.03%
-------------------- ------ -------- --------------------- ------
Lucy Tilley 18,661 0.04% 1,905 20,566 0.04%
-------------------- ------ -------- --------------------- ------
Ben Thompson 63,866 0.12% 2,857 66,723 0.12%
-------------------- ------ -------- --------------------- ------
Nathan Imlach 22,032 0.04% 1,905 23,937 0.04%
-------------------- ------ -------- --------------------- ------
Related Party Transactions
Liontrust Asset Management Plc ("Liontrust"), as a substantial
shareholder of the Company, is subscribing for 741,333 Placing
Shares, which constitutes a related party transaction under the AIM
Rules for Companies.
Accordingly, Peter Brodnicki, Stephen Smith, Mike Jones and
David Preece are considered to be independent directors for the
purposes of AIM Rule 13 (the "Independent Directors"). Having
consulted with the Company's nominated adviser, Numis, the
Independent Directors consider that the terms of Liontrust's
participation is fair and reasonable insofar as the Company's
shareholders are concerned.
Completion of Acquisition
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.
Total Voting Rights
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, immediately following Admission, the Company
will have a total issued share capital of 57,014,144 Ordinary
Shares. None of the Company's Ordinary Shares are held in
treasury.
The above figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
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.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
For further information please contact:
Mortgage Advice Bureau (Holdings) 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
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 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 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, 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.
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.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1) Katherine Innes Ker
2) Lucy Tilley
3) Ben Thompson
4) Nathan Imlach
--------------------- -----------------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status 1) Chairman
2) Chief Financial Officer
3) Deputy Chief Executive Officer
4) Non-executive director
--------------------- -----------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------- -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Mortgage Advice Bureau (Holdings) plc
--------------------- -----------------------------------------
b) LEI 2138008AY1RA61T6W960
--------------------- -----------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------
a) Description Ordinary Shares of 0.1 pence each
of the financial
instrument,
type of instrument ISIN: GB00BQSBH502
Identification
code
--------------------- -----------------------------------------
b) Nature of the Purchase of shares
transaction
--------------------- -----------------------------------------
c) Price(s) and Price No. of shares
volume(s) 1050.0p 952
-----------------
1050.0p 1,905
-----------------
1050.0p 2,857
-----------------
1050.0p 1,905
-----------------
--------------------- -----------------------------------------
d) Aggregated See above
information
- Aggregated
volume
- Price
--------------------- -----------------------------------------
e) Date of the 29 March 2022
transaction
--------------------- -----------------------------------------
f) Place of the London Stock Exchange, AIM
transaction
--------------------- -----------------------------------------
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END
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