Open Offer Launch, Posting of Circular & GM Notice

RNS Number : 5151T

Unbound Group PLC

22 July 2022

 

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR 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). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

22 July 2022

Unbound Group plc

Launch of Open Offer, Posting of Circular

and

Notice of General Meeting

Unbound Group plc (AIM: UBG) ("Unbound Group", the "Company" or, together with its subsidiary undertakings, the "Group"), is pleased to announce that, further to the Company's announcement on 21 July 2022 (the "Launch Announcement"), it is proposing to raise up to approximately £1 million (before expenses) through an Open Offer pursuant to which Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 6,675,849 Open Offer Shares at an Offer Price of 15 pence per Open Offer Share.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:

1 Open Offer Share for every 6.33 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Existing Shares then held.

Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility and as such, Qualifying Shareholders seeking to limit their dilution from the Placing can also request additional Open Offer Shares ("Excess Shares") under the Excess Application Facility. The Open Offer is not being underwritten. 

The Open Offer is conditional upon, among other things (i) the Resolutions being duly passed by Shareholders at the General Meeting and (ii) Admission having become effective at or before 8.00 a.m. on 11 August 2022 (or such later time and/or date as the Bookrunner may agree with the Company not being later than 8.00 a.m. on 1 September 2022).

Posting of Circular

The Company also confirms that a circular, which contains further details regarding the Open Offer and the Share Capital Reorganisation and a notice convening the General Meeting (the "Circular"), will be posted today to Qualifying Shareholders, along with the Application Form (where applicable). The Circular will also be made available on the Company's website: https://unboundgroupplc.com/.

Notice of General Meeting

The General Meeting has been convened for 10.00 a.m. on 10 August 2022 at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX.

Capitalised terms used in this announcement have the meanings given to them in the Circular, unless the context provides otherwise.

Enquiries:

Unbound Group plc

Ian Watson, Chief Executive Officer

Dan Lampard, Chief Financial Officer

020 3874 8300

Singer Capital Markets (Nominated Adviser, Sole Broker and Sole Bookrunner)

Peter Steel / Tom Salvesen / Alaina Wong / Kailey Aliyar

020 7496 3000

Vico Partners (Financial PR Adviser)

Sofia Newitt

020 3957 5045

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
	2022
Record Date and time for entitlements under the Open Offer	6.00 p.m. on 19 July
Announcement of the Fundraising	21 July
Posting of the Circular, Application Forms and Forms of Proxy	22 July
Existing Ordinary Shares marked 'ex' by London Stock Exchange	8.00 a.m. on 22 July
Basic Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	8.00 a.m. on 25 July
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 2 August
Latest time for depositing Basic Entitlements and Excess Open Offer Entitlements into CREST	3.00 p.m. on 3 August
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 4 August
Last time and date for receipt of completed Forms of Proxy	10.00 a.m. on 8 August
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 8 August
General Meeting	10:00 a.m. 10 August
Record Date for the Share Capital Reorganisation	6.00 p.m. 10 August
Results of General Meeting and Open Offer announced through an RIS	10 August
Effective Date for the Corporate Restructure	7.00 a.m. on 11 August
Admission and commencement of dealings in the Placing Shares and the Open Offer Shares	8:00 a.m. 11 August
Placing Shares and Open Offer Shares credited to CREST stock accounts	11 August
Despatch of definitive share certificates for Placing Shares and Open Offer Shares held in certificated form	within 14 days of Admission

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

 

END

 

 

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