Completion of Disposal & Cancellation

MJ Hudson Group PLC

17 May 2023

 

MJ Hudson Group plc

(the "Company", "Group" or "MJ Hudson")

Completion of Sale of Data & Analytics Division,

Cancellation of Admission of Ordinary Shares to Trading on AIM

MJ Hudson Group plc (AIM:MJH), announces that, further to the announcement on 11 April 2023 in which it confirmed that it had conditionally agreed to sell its Data & Analytics and Business Outsourcing Divisions to Apex, it has now fulfilled the relevant conditions and completed the sale of the Data & Analytics Division.

The cash consideration paid on the completion of the sale of the Data & Analytics Division was £15 million of which £3 million is being retained in escrow until 30 September 2024 to satisfy any buyer claims under the sale and purchase agreement.

The Business Outsourcing Division which is also being sold to Apex, includes multiple regulated entities which will require certain mandatory and suspensory regulatory consents for a change of ownership. The Business Outsourcing Sale will therefore be completed in stages following receipt or waiver of the regulatory consent(s) relevant to that part of the Business Outsourcing Division. Consideration for the Business Outsourcing Division is approximately £25 million payable in tranches on the completion of the constituent parts of the sale of the Business Outsourcing Division subject to a retention to satisfy any buyer claims under the sale and purchase agreement.

Application of Proceeds:

As at 31 March 2023, the Group owed approximately £33.7 million under its facilities and overdrafts with its Senior Lender and it is expected that further funding will be required to the point of completion of the sale of the Business Outsourcing Division.  The majority of the consideration will therefore be applied to reducing the debt owed to the Senior Lender.

While there are a number of potential outcomes, given the level of creditors of the business expected at the point of final completion of the Business Outsourcing Sale, it should be noted that it is highly unlikely that there will be a substantial, or any, amount available to Shareholders following payment of all creditors and costs.

Cancellation of Admission

In addition, the Company received Shareholders' approval at a General Meeting on 3 May 2023 to cancel the admission of its Ordinary Shares to trading on AIM. In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed Cancellation and it is expected that Cancellation will occur on 25 May 2023.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Completion of the Data & Analytics Sale	16 May 2023
Cancellation of the Ordinary Shares from trading on AIM	25 May 2023
Completion of the Business Outsourcing Sale	Expected late 2023*

*Completion of the Business Outsourcing Sale is expected to complete at various times following the receipt (or waiver) by the Company of the relevant Regulatory Consent(s) relevant to that part of the Business Outsourcing Division.

Matched Bargain Facility

Following the Cancellation the Ordinary Shares will no longer be admitted to AIM.  The Company therefore intends to engage J P Jenkins, the longest established trading platform in UK for unlisted or unquoted companies, to enable shareholders and prospective investors to transact on a matched bargain basis with effect from the date of Cancellation for a limited initial period.  However, there can be no certainty that a matched bargain facility will provide a liquid market for the ordinary shares or that it will remain for any extended period following Cancellation, if at all.

For further information, please contact:

MJ Hudson Group plc

Geoff Miller, Executive Chairman

Cenkos Securities plc (Nomad and Broker)

Giles Balleny

Stephen Keys

Callum Davidson

[phone]

Buchanan (PR Adviser)

Chris Lane

Jack Devoy

George Cleary

[phone]

[e-mail]

 

END