Suspension

Unbound Group PLC

17 July 2023

 

17 July 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.

Unbound Group plc

("Unbound", the "Company" or the "Group")

Intention to Appoint Administrators to Beaconsfield Footwear Limited and Suspension of Trading in Shares

On 27 June 2023, the Company's board of directors (the "Board") provided an update on its strategic review and announced the termination of the formal sale process in the absence of potential offers for the sale of the Company capable of receiving shareholder and wider stakeholder support.

Since then, the Company and its advisers have continued discussions with a number of interested parties in respect of proposals to acquire the trade and assets of the Group's main operating subsidiary, Beaconsfield Footwear Limited ("OpCo").

In parallel, the Board has sought to progress a formal restructuring plan to be supported by an equity fundraise. The possibility of an acquisition of the Group's bank debt (which is held in and secured over the assets of OpCo) by one of its shareholders has also been investigated. Having regard to the Group's obligations to its creditors and wider stakeholders, it is now clear to the Board that it is no longer appropriate to progress these parallel discussions further.

Regrettably, the Board has therefore concluded that it is required to take the necessary steps to preserve value for the Group's creditors and avoid OpCo trading insolvently. As a result, the directors of OpCo, with oversight from the Board, have resolved to file a notice of intention to appoint Will Wright and Rick Harrison of Interpath Advisory Limited as administrators to OpCo.

Each of the proposals for the acquisition of OpCo's trade and assets referred to above has been put forward by the various interested parties on the basis of a sale shortly following the appointment of administrators to OpCo. It is currently expected that, following their formal appointment, the administrators will implement a sale of the trade and assets of OpCo to a third-party purchaser as soon as reasonably practicable thereafter. There can be no certainty that any such sale will proceed or as to the terms or timing of any such sale. Any such transaction would result in no value for the Company's existing shareholders.

Suspension of trading on AIM

Unbound Group plc is not a trading company and has no operating revenues. The Company currently has minimal cash balances and known creditors of approximately £0.9 million. Whilst the Company holds certain investments that the Board believes are likely to have a value in excess of the amounts due, it is also likely to take some time to realise these assets.  In light of the above developments, there is uncertainty as to whether the Company is able to pay its debts as they fall due.

The Board has therefore requested a suspension of trading in the Company's ordinary shares on AIM with effect from 07.30 a.m. today pending clarification of the Company's financial position. The Board is now reviewing the options available to the Company.

Annual General Meeting

Notice of the Company's Annual General Meeting ("AGM") has been posted to shareholders and is also available on the Company's website, www.unboundgroupplc.com/investors. The AGM will be held on Monday 31 July 2023 at 11:00am at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX.

The Notice of AGM does not include a resolution to receive the annual report and accounts or, consequently, to approve the re-appointment of RSM UK Group LLP ("RSM") as auditor, as the Company's annual report and accounts for the year ended 5 February 2023 ("Annual Report") had not been approved by the Board at the date that the Notice of AGM was posted. A separate general meeting will be held as soon as practicable to consider these resolutions as and when the Annual Report has been approved by the Board.

The Company will continue to work with RSM as auditor, however, in light of the developments described elsewhere in this announcement, the Board now considers it highly unlikely that the Annual Report will be published by 5 August 2023, being the deadline pursuant to Rule 19 of the AIM Rules for Companies. Notwithstanding the request for the Company's ordinary shares to be suspended from trading on AIM effective today, the Board expects that the ordinary shares would, in any event, be suspended with effect from 7.30am on Monday 7 August 2023.

The Company will provide further updates as appropriate.

Enquiries

Unbound Group plc Neil Johnson, Chairman 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]
Interpath Advisory Ltd (Joint Financial Adviser) Will Wright / Rick Harrison	[phone]
Alma PR Limited (Financial PR) Josh Royston / Sam Modlin / Hannah Campbell	[phone] [e-mail]

Important Information

This announcement (including any information incorporated by reference in this announcement) contains statements about the Group that are or may be deemed to be forward looking statements. Without limitation, any statements preceded by or followed by or that includes the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance of the negative thereof, may be forward looking statements.

These forward looking statements are not guarantees of future performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statement. Due to such uncertainties and risks, readers should not rely on such forward looking statements, which speak only as of the date of this announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of such jurisdictions.

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.

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.

Interpath Ltd (trading as Interpath Advisory) is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively for the Group and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Group for providing the protections afforded to its clients nor for providing advice in relation to the subject matter of this announcement.

 

END