Proposed Transaction and Suspension of Listing

R8 Capital Investments PLC

02 October 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

2 October 2023

R8 Capital Investments plc

(the "Company" or "R8")

Proposed Transaction and Suspension of Listing

The board of directors of R8 is pleased to announce that it has signed heads of terms ("Heads of Terms") with Redwood Financial Partners Limited ("RFPL") which set out the key terms for the proposed acquisition of the entire issued share capital of RFPL (the "Acquisition"). RFPL is the parent company of Redwood Bank Limited, a specialist business bank (the "Bank").  The Acquisition will be conditional, inter alia, on approval being received from both the FCA and PRA.

Although the consideration payable by the Company to the shareholders of RFPL has not yet been determined and is subject to legal and financial due diligence, it is anticipated that it will be in excess of £50 million.  The consideration will be satisfied entirely by the issue of new R8 shares.  The Company also announces that it intends to carry out a contemporaneous fundraising to be contributed to the Bank as tier 1 regulatory capital.

Redwood Bank is a specialist business bank providing award-winning savings accounts and secured lending products for British businesses. Launched in 2017, the Bank reached profitability in 2021 and has continued growing throughout the recent challenging and unprecedented economic environment, demonstrating the resilience and quality of the Bank's business model and its product propositions.

Should the Acquisition complete, it would constitute a Reverse Take Over ("RTO") under the Listing Rules and accordingly, the Company would apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.

Therefore, at the request of the Company, the FCA has suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of 7.30am today, pending the publication of a prospectus providing further detail on RFPL, the Bank and the Company as enlarged by the Acquisition, or an announcement that the Acquisition or RTO is not proceeding.  Should the RTO not proceed, then the Company would need to apply for the suspension to be lifted and for trading to be restored.

There can be no certainty that the Acquisition will take place and it remains subject to, amongst other things, formal terms being agreed and the completion of legal and financial due diligence and regulatory approvals.

A further announcement will be made in due course.

-Ends-

Further information:

R8 Capital Investments plc
Jonathan Rowland / Richard Morecroft         [e-mail] Peterhouse Capital Limited                        + 44 (0) 20 7469 0930 Corporate Broker

 

END