Update

Unbound Group PLC

27 June 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")

Termination of Formal Sale Process and Strategic Review Update

The Company's board of directors (the "Board") provides an update further to the initiation of the strategic review and formal sale process announced by the Company on 19 May 2023.

Termination of Formal Sale Process

The Board announced the initiation of a strategic review and formal sale process on 19 May 2023 to consider the options available to maximise value for the Company's shareholders and the Group's other stakeholders. These options included, but were not limited to, a sale of the Company conducted under the framework of a formal sale process in accordance with the City Code on Takeovers and Mergers (the "Code").

No potential offers for the issued and to be issued share capital of the Company were received that the Board considered capable of receiving shareholder and wider stakeholder support. The Board also confirms that there are no discussions ongoing with potential offerors. The Board therefore announces the termination of the formal sale process, which concludes the offer period (as defined in the Code) in respect of the Company. As such, the Company has ceased to be in an offer period as defined in the Code and the requirement to make disclosures under Rule 8 of the Code are no longer applicable with effect from the publication of this announcement.

Strategic Review Update

Interpath as Joint Financial Adviser continues to run the strategic review process in respect of the Group's main operating subsidiary. Offers within this process continue to be received and reviewed, however, these offers may result in little or no recovery of value for the Company's existing shareholders.

Current discussions with interested parties may be altered or terminated at any time and, accordingly, there can be no certainty that any final proposals will be made, nor as to the terms on which any such final proposals may be made.

Formal Restructuring Plan and Potential Equity Fundraise

In light of the recent encouraging trading performance of the Group, as an alternative to the indicative proposals being progressed as part of the strategic review, the Board is also assessing the feasibility of an equity fundraise of between £1.5 million and £2 million to support implementation of a formal restructuring plan, with a view to securing a better outcome for the Group. The Board, in conjunction with Singer Capital Markets as the Company's Financial Adviser, Nominated Adviser and Broker, is engaging with certain of the Group's major shareholders and has received some positive feedback at this early stage, with a view to procuring broader participation in the equity fundraise. Its implementation would be subject to the consent of the Company's shareholders and wider stakeholders before ultimately requiring the sanctioning of the UK Courts.

Should an equity fundraise be progressed, the Board intends to include an open offer element to enable participation by the Company's wider shareholder base on equal terms.

There can be no certainty that an equity raise can be achieved nor as to the terms of any such equity raise. The Board confirms that it continues to consider the available options and take appropriate steps to preserve value for stakeholders in the event that further equity funding cannot be raised and / or a formal restructuring plan cannot be implemented.

Current Trading Update

The Group's revenues continue to be impacted by liquidity constraints. The Group remains reliant on the waiver of certain covenants under existing borrowing facilities and continues to maintain constructive dialogue with its core banking partners who have continued with their support throughout this period.

The Board is, however, encouraged that the profitability of the business in recent months has been in line with the Board's expectations. The positive impact on the profitability of the Group of the implemented cost reduction measures is now becoming increasingly evident in its financial performance. In the first four months of the current financial year, the Group's fixed cost base has been reduced by 9% year-on-year, with this saving expected to increase as additional cost reduction actions take effect.

Following the seasonally loss-making months of February and March, the Group generated unaudited EBITDA (pre-IFRS 16) of approximately £1.1 million for April and May combined, an EBITDA margin of 14%, an improvement from 9% in the prior year period.  For the first four months of the financial year, the Group is at EBITDA breakeven.

The Board will continue to provide further updates as appropriate.

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]
Interpath Advisory Ltd (Joint Financial Adviser) Will Wright / Andrew Stone / Jack Brazier	[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.

 

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