Proposed secondary placing of existing shares

RNS Number : 4645W

Mortgage Advice Bureau(Holdings)PLC

27 April 2016

 

Mortgage Advice Bureau (Holdings) plc

Not for publication, distribution or release directly or indirectly, in whole or in part, into or in the United States  (including its territories and possessions, any state of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

Proposed secondary placing of existing ordinary shares in Mortgage Advice Bureau (Holdings) plc ("MAB" or the "Company")

MAB announces today that it has 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"). This represents up to 15.0 per cent of the Company's issued share capital.

Details of the maximum number of Placing Shares to be sold by the Selling Shareholders are as follows:

	Shareholding pre-placing(1)		Maximum number of Placing Shares to be sold	Resultant holding assuming all Placing Shares sold(1)
Selling Shareholders	Number of ordinary shares	Percentage of issued share capital		Number of ordinary shares	Percentage of issued share 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 intends to gift 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 will therefore no longer have any disclosable interest in those ordinary shares.

The Placing will be managed by Canaccord Genuity Limited as joint bookrunner and settlement agent and Zeus Capital Limited as joint bookrunner, together acting as the joint bookrunners (the "Bookrunners"). The books for the Placing will open with immediate effect and are expected to close no later than 4.30 p.m. on 27 April 2016. The timing of the closing of the books and the distribution of allocations may be accelerated or delayed by the Bookrunners at their discretion. The final number of Placing Shares to be placed and the Placing price will be agreed by the Bookrunners and the Selling Shareholders at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.

Prior to the close of the bookbuild process, Peter Brodnicki intends to gift for nil consideration 676,000 ordinary shares in the Company, representing approximately 1.34 per cent. of the issued share capital of the Company, to his wife, Stephanie Brodnicki. All of these shares are intended to be sold in the Placing.

Proposed grant of options

The Company intends to grant options to Peter Brodnicki and David Preece (as well as other proposed recipients who are not Selling Shareholders, including Lucy Tilley who is a director) pursuant to its executive share plan. It is intended that each of Peter Brodnicki, David Preece and Lucy Tilley will be granted options to the value of twice their basic salary at the prevailing market price at the time of such grant of options. These options will be subject to performance conditions based on total shareholder return and earnings per share criteria and are expected to be exercisable after 3 years from grant in normal circumstances. They will thus have a different vesting profile to the options granted at the time of the Company's IPO in November 2014.

Concert Party membership

As disclosed in the Company's Admission Document, dated 11 November 2014, Peter Brodnicki, Paul Robinson, David Preece and Michelle Draycott (together with their respective connected persons) were treated as persons acting in concert for the purposes of the City Code (the "Concert Party"). It has been accepted by the Takeover Panel that Michelle Draycott should no longer be treated as acting in concert with Peter Brodnicki, David Preece and Paul Robinson and, accordingly, she no longer forms part of the Concert Party.

Lock-in

The Selling Shareholders have agreed with the Bookrunners (subject to certain limited exceptions including transfers to connected persons (within the meaning of section 252 of the Companies Act 2006) or to trustees for their benefit and disposals by way of acceptance of a recommended takeover offer for the entire issued share capital of the Company) not to directly or indirectly, dispose or agree to dispose of any remaining shares (or any economic interest in them) held or controlled by them for a period of 12 months from the completion of Placing without the prior written consent of the Bookrunners.

Enquiries:

Mortgage Advice Bureau (Holdings) plc                            [phone]

Peter Brodnicki, Chief Executive Officer

David Preece, Chief Operating Officer

Lucy Tilley, Finance Director

Zeus Capital                                                                              [phone] Martin Green Nicholas How Mike Cuthbert Benjamin Robertson Pippa Underwood Canaccord Genuity                                                                  [phone] Roger Lambert Kit Stephenson Richard Andrews Media Enquiries: [e-mail]

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.

This announcement does 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, Canaccord Genuity Limited 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, 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, Canaccord Genuity Limited or Zeus Capital 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, Canaccord Genuity Limited and Zeus Capital Limited to inform them about and to observe any applicable restrictions.

Canaccord Genuity Limited and Zeus Capital 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 Canaccord Genuity Limited and Zeus Capital Limited, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

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 Canaccord Genuity Limited or Zeus Capital 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.

 

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MSCLIFSESVIDFIR