Possible Investment from Marwyn

RNS Number : 0035W

Unbound Group PLC

12 April 2023

 

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 THAT JURISDICTION .

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION .

12 April 2023

Possible investment from Marwyn Investment Management LLP into Unbound Group   plc (" Unbound" or the "Company")

On 28 March 2023, the Company announced that it was in discussions with WoolOvers Group Limited ("WoolOvers Group") in relation to a possible cash offer for the entire issued and to be issued share capital of Unbound of 10.5 pence in cash and 1 contingent value right per Unbound share ("the Possible Offer"). Discussions between WoolOvers Group and the Company remain ongoing, as do WoolOvers Group's due diligence enquiries.

On 05 April 2023, the Board of the Company received a proposal from Marwyn Investment Management LLP ("Marwyn") offering to provide a £10m investment via an equity placing at an issue price of 10.5 pence per Unbound share ("the Fundraise"), which is intended to be a cornerstone to, but not conditional on, a wider equity placing. In addition, Marwyn has proposed that all existing shareholders should have an opportunity to participate in the Fundraise, the mechanism for which will be discussed with the Company's advisers.

Marwyn's proposal is unconditional both as to diligence requirements and as to the quantum of additional capital (if any) contributed by existing Unbound shareholders but the proposal is subject to certain other terms and conditions, principally:

·     the granting by the Takeover Panel of a waiver of the obligation for Marwyn to make a general offer for the Company under Rule 9 of the City Code on Takeovers and Mergers ("the Code") which would otherwise be triggered by the Fundraise; and

·   the approval of Unbound shareholders in general meeting of the resolutions necessary to implement the Fundraise.

In conjunction with the Fundraise, Marwyn has also proposed the appointment of two Marwyn representatives to the Board of the Company and the creation of an approproiate Long Term Incentive Plan full details of which would be included in a circular to shareholders for the Fundraise.

Within the announcement of 28 March 2023, the Board of Unbound stated that, in the event that WoolOvers Group announces a firm intention to make an offer for Unbound in accordance with Rule 2.7 of the Code and on the terms set out above, it was minded to recommend such offer. However, having carefully considered the merits and conditionality of each proposal, the Directors consider the Marwyn proposal to be superior to the Possible Offer. As such, the Directors would no longer be minded to recommend such offer and, accordingly, they intend to engage immediately with Marwyn and its advisers with a view to expediting the Marwyn proposal. A further announcement will be made as appropriate.

There can be no certainty that a firm offer will be made by WoolOvers Group. Further details of the terms and pre-conditions on which the Possible Offer was made by WoolOvers Group are set out in the Company's announcement of 28 March 2023.

This announcement has not been made with the approval or agreement of WoolOvers Group.

Enquiries

Unbound Group plc Ian Watson, CEO Gavin Manson, CFO	c/o Alma PR
Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker) Peter Steel / Tom Salvesen / Alaina Wong / James Fischer	[phone]
Alma PR Limited (Financial PR) Josh Royston / Sam Modlin / Hannah Campbell	[phone] [e-mail]

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes; interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Market Abuse Regulation

The information contained within this announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR"). Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the release of this information on behalf of Unbound is Gavin Manson.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Unbound at www.unboundgroupplc.com promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Other notices

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated by the UK Financial Conduct Authority, is acting exclusively for Unbound and for no one else and will not be responsible to anyone other than Unbound for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Singer Capital Markets, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein or otherwise.

 

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