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Tuesday 16 February, 2021

Virgin Wines UK PLC

Intention to Float on AIM

RNS Number : 1792P
Virgin Wines UK PLC
16 February 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW

 

 

 

 

 16 February 2021

Virgin Wines UK plc

(" Virgin Wines ", the "Company" or the "Group")

 

INTENTION TO FLOAT ON AIM

 

Virgin Wines, one of the UK's largest direct-to-consumer online wine retailers, announces its intention to seek admission of its shares to trading on AIM, a market of the London Stock Exchange ("Admission").

 

The Group works with its network of trusted suppliers and winemaking partners from many locations around the world to source, design, blend and sell award-winning and largely exclusive premium wines. These wines are sold to the Group's loyal customers through its WineBank and Wine Plan subscription schemes and on a pay-as-you-go basis. The Group also operates B2B and gift sales channels and recently expanded its product offering to include carefully curated collections of premium spirits and craft beers.

 

Key strengths

 

Exclusivity of products

Through its unique wine sourcing model and blending processes, Virgin Wines is able to offer premium quality wine at affordable prices.

As the majority of the Group's wine sales by volume are curated exclusively, customers can only source these wines through Virgin Wines, driving customer loyalty and re-order rates whilst eliminating price comparisons.

 

Loyal customer base

Virgin Wines operates two main subscription schemes which together accounted for approximately 73% of the Company's core wine revenue for the year ended 30 June 2020.

As at 31 December 2020 Virgin Wines had approximately 169,000 active customers of which approximately 147,000 were members across its subscription schemes.

The Group's subscription schemes help drive high levels of repeat purchases, demonstrated by a customer retention rate of 89% and a sales retention rate of 112% in the year ended 30 June 2020.

 

Tried and tested customer acquisition model

Virgin Wines uses both physical and digital marketing to recruit new customers and to convert them into active customers.

The Group's customer recruitment and activation channels run alongside each other which helps to drive initial purchases and transition recruited customers into active customers.

The Group works across all of its customer acquisition channels, which operate to specific customer acquisition metrics and control their own gross profit margins, to minimise its customer acquisition cost and maximise both customer LTV and return on investment.

 

Low cost to serve and operational excellence

Virgin Wines prides itself on its fulfilment costs as well as its customer service, building loyalty, trust and repeat purchases.

Virgin Wines currently has an 'Excellent' rating on Trustpilot from over 18,000 reviews.

For the 12-month period ended 29 February 2020 (i.e. pre-COVID-19) 99% of orders received before 4pm were despatched the same day.

 

Profitable and cash generative

Virgin Wines has a record of growing revenue, EBITDA and operating profit.

The Group's operational model is highly cash generative, benefiting from fast moving stock, low maintenance capex, and low rates of receivables.

 

Large addressable market buoyed by multiple consumer trends

The current total addressable, off-trade market for wine specialists such as Virgin Wines was estimated to be approximately £2.4 billion per annum in 2020.

The off-trade market for wine specialists is anticipated to be buoyed by consumer trends that include an increasing shift toward premiumisation in the alcoholic beverage market, consumers increasingly purchasing alcohol online, and increasing consumer spend on 'Food & Drink' based subscriptions.

 

Experienced management team with a proven track record

The Group has an experienced and stable management team, led by Jay Wright and Graeme Weir and who are supported by an experienced senior management team.

They have a record of delivering organic sales growth, long term profitability and strong cash generation.

 

Placing

Admission is expected to take place on or around 2 March 2021.

Liberum Capital Limited is acting as Nominated Adviser and Sole Broker in relation to the Admission.

 

 

Jay Wright, Chief Executive Officer of Virgin Wines, said:  

"Virgin Wines is a distinctive, fast-growing direct-to-consumer retail business with a unique wine sourcing model and a loyal customer base.  We are delighted to announce our intention to list on AIM signifying an exciting new chapter in the Group's long-term development.

We have enjoyed strong, consistent growth recently resulting in the Group delivering more than one million cases of wine to consumers during 2020. Underpinned by the strength of our customer proposition as well as the benefit of many positive consumer trends, we have a clear strategy to continue this growth over the coming years."

 

Enquiries:

Virgin Wines UK plc

Via Hudson Sandler

John Risman, Non-Executive Chairman

Jay Wright, CEO

Graeme Weir, CFO

 

Liberum Capital Limited (Nominated Adviser, Sole Broker)

Tel: +44 20 3100 2222

Clayton Bush

James Greenwood

 

Hudson Sandler (Public Relations)

[email protected]

Alex Brennan

Dan de Belder

Lucy Wollam

Tel: +44 20 7796 4133

 

 

Notes to editors:

 

Background to the Company

 

Virgin Wines is one of the UK's largest direct-to-consumer online wine retailers. It is an award-winning business which has a reputation for supplying and curating high quality products, excellent levels of customer service and innovative ways of retailing.

 

The Group is the exclusive licensee of the Virgin Wines brand in the UK and Ireland from Virgin Enterprises Limited, a Virgin group company and owner of the Virgin brand. Virgin Wines forms part of the wider family of Virgin branded businesses, which span multiple sectors: travel & leisure, health & wellness, music & entertainment, telecoms & media, financial services and space. Virgin enjoys universal brand awareness in the UK (99 per cent.), and more than 8 in 10 people would consider buying Virgin branded products/services.

 

Virgin Wines was established in 2000 by the Virgin Group and was subsequently acquired by Direct Wines in 2005. In 2008, Jay Wright was appointed as its CEO and Graeme Weir its Finance Director. Prior to being appointed CEO, Jay had founded Warehouse Wines, a mail order wine business, which had been acquired by Direct Wines in 2002.

 

From 2008, the strategic focus of Virgin Wines was to drive customer acquisition into its Wine Plan subscription scheme, a recurring shipment of 12-bottle mixed cases of wine to members. This helped transform what was a loss-making business into a growing and profitable business and which by 2013, generated revenue in excess of £35 million.

 

In November 2013, Jay and Graeme led a £15.9 million management buyout of Virgin Wines, backed by Mobeus Equity Partners LLP ("Mobeus") and Connection Capital LLP.  Following the management buyout, a new strategy was put in place to transition the Group's customer base from its Wine Plan subscription scheme to its new WineBank subscription scheme. WineBank is now the Group's primary subscription scheme and gives customers the opportunity to spread the cost of buying wine through saving a chosen amount each month in an account and on which they receive 20 per cent. 'interest' which can only be spent on purchasing the Group's wine. WineBank is a lower churn model and this allowed Virgin Wines to accelerate revenue growth and profitability by driving value in the customer base and enhancing customer lifetime values. The transition was successfully completed by 2018 and during this period the Group was profitable each year.

 

Virgin Wines operates a unique wine sourcing model. The Group sources its wine from a network of trusted long-term winemaking partners and suppliers using an open source supply model, meaning that it is not obliged to buy its wines from the same vineyard, region or country for each vintage. This approach provides access to high quality grapes at low prices whilst allowing the Group to blend different parcels of wine to curate a range of premium quality, exclusive wines. Additionally, by collecting and analysing customer data and reviews, Virgin Wines is able to curate and continually update its range of wines to match its customers' exact tastes.

 

Virgin Wines has a record of revenue growth, operating profitability and strong cash generation. In the year ended 30 June 2020, the Group generated revenue of £56.6 million and EBITDA of £4.8 million, which represents a two-year revenue CAGR and a two-year EBITDA CAGR of 19.1 per cent. and 57.9 per cent., respectively. During the 6 months ended 31 December 2020, these positive trading trends continued, with the Group generating revenue of £40.6 million and EBITDA of £4.5 million, an increase of 55 per cent. and 196 per cent. respectively compared with the 6 months ended 31 December 2019. On an LTM basis, for the 12 months ended 31 December 2020, Virgin Wines achieved revenue of £71.0 million and EBITDA of £7.7 million.

 

Revenue channels

 

Virgin Wines provides a range of services to suit its customers' varying buying requirements including two subscription schemes alongside a pay-as-you-go option for customers who want access to Virgin Wines' range of wines but do not want to feel committed to a subscription scheme. The Group also provides B2B services to corporates looking to incentivise or reward their own customers or staff as well as for strategic partners with long-term agreements in place with the likes of Amazon, Shop Direct and train operators Avanti and LNER. To leverage its existing infrastructure into additional growing markets, the Group recently introduced spirits and craft beers as new product offerings.

 

The Group's revenue for the year ended 30 June 2020 was £56.6 million. Core wine revenue, being revenue from existing customers or new customers making a second wine purchase within 24 months of their first purchase totalled £42.3 million.

 

Subscription Schemes

 

Virgin Wines operates two subscription schemes which together accounted for approximately 73 per cent. of the Group's core wine revenue for the year ended 30 June 2020 and as at 31 December 2020 Virgin Wines had approximately 147,000 members across its subscription schemes.

 

WineBank

 

WineBank is the Group's primary subscription scheme and gives members the opportunity to spread the cost of buying wine. WineBank is not a sterling type bank in the traditional sense, and is not subject to regulation. Members save a chosen amount each month into their WineBank account, which Virgin Wines holds in a separate bank account. Amounts saved typically range from £15 to £100 a month depending on a member's buying habits, and members receive 20 per cent. interest on their monthly deposits. A member's WineBank balance (deposit and interest) can then be spent on purchasing wines throughout the Group's approximate 600 wine SKUs range, either as pre-mixed selections or bespoke cases. WineBank members also benefit from priority access to Virgin Wines tastings and events evenings, and free express delivery as standard.

 

WineBank members often spend at levels significantly above what is saved in their accounts. Historically on average, for every £1 a WineBank member spends from their WineBank account they spent an extra 46p of cash (not subject to interest). In the year ending 30 June 2020, this increased to 57p above every pound spent, which reduced the effective discount WineBank members received to an average of 13 per cent.

 

The number of WineBank active members was approximately 118,000 as at 31 December 2020 with total customer cash balances held of approximately £4.0 million.

 

Over the 12 months to 31 December 2020 the average monthly subscriptions deposited by WineBank members has been £1.86 million, with a trade rate over the same period of 92 per cent. In December 2020 WineBank members deposited £2.24 million into their WineBank accounts. During the year ended 30 June 2020, WineBank accounted for 57 per cent. of the Group's core wine revenue, delivered an average order value of approximately £90 and produced 3.9x average annual orders per member. It had a membership cancellation rate of 15.6 per cent. in the year ended 30 June 2020, down from 16.5 per cent. in the year ended 30 June 2019. Members who cancel receive a refund on amounts contributed but lose out on any interest that they have accumulated.

 

Wine Plan

 

Wine Plan offers members convenient shipment schemes that deliver a 12-bottle mixed case, comprising new discoveries and existing customer favourites every three months and at Christmas (5 deliveries per annum). Members get access to discounts (minimum 15 per cent.) which are not available to pay-as-you-go customers and the scheme provides a hassle-free exploration journey or wine cellar top-up. Cases can either be curated by Virgin Wines, or the customer can influence the selection of wines delivered.

 

There are currently two core Wine Plan schemes that members can sign-up to:

 

1.  Discovery Club: Virgin Wines selects cases on behalf of its members. Members are offered the opportunity to make select substitutions if desired; and

2.  justREDS: members receive wines which are hand-picked by wine critic Matthew Jukes.

 

The number of Wine Plan members as at 31 December 2020 was approximately 29,000 and during the year ended 30 June 2020 accounted for 16 per cent. of the Group's core wine revenue with an average order value of approximately £98. With the ability to control which wines go into each mixed case, Wine Plan is the Group's highest margin channel with approximately 54 per cent. repeat customer gross profit. Wine Plan had an active customer cancellation rate of 40.8 per cent. in the year ended 30 June 2020.

 

Pay-as-you-go

 

Alongside its subscription schemes, Virgin Wines offers pay-as-you-go for customers who want access to Virgin Wines' range of wines but do not want to feel committed to a subscription scheme. Pay-as-you-go customers must buy a 12-bottle mixed bottle case, which they can create from the Group's range of wines. Virgin Wines can control the make-up of a pre-mixed case for its pay-as-you-go customers and so can price accordingly which helps deliver attractive margins. Limited access to promotions for pay-as-you-go customers helps further enhance margins.

 

Pay-as-you-go is regarded as a useful way of introducing customers to Virgin Wines before the Group uses efforts to 'upgrade' pay-as-you-go customers onto one of its subscription schemes as engagement and trust develops. Pay-as-you-go can also offer those customers no longer wanting to be part of a subscription scheme a route to continue buying Virgin Wines' products.

 

In the year ended 30 June 2020, pay-as-you-go accounted for 27 per cent. of the Group's core wine revenue. During this period the average order value across the pay-as-you-go channel was approximately £106 with average annual orders per customer of 2.4x.

 

Corporate B2B

 

In 2015, Virgin Wines introduced a corporate B2B offering to take advantage of the large potential B2B market. The Group's Corporate B2B team leverages Virgin Wines' core competencies of buying, new product development, fulfilment and logistics. The Group's Corporate B2B team focuses on the following key areas:

 

Gifting: Virgin Wines offers its corporate clients access to its range of wines, beers and spirits allowing them to gift these products to their own clients or employees. This service is typically used by the Group's corporate clients to mark an occasion or as a 'thank-you'. The Group will tailor its products to the needs of its corporate clients, such as product quantities or specific requests around shipment, personalised packaging and delivery.

Customer incentives:  Virgin Wines works with corporate clients looking to reward loyal customers or incentivise new customers of their own. The Group works with many brands across multiple sectors in delivering customer incentive propositions.

Retail partnerships: Virgin Wines works with a range of retailers to build their offerings to their own customers. The Group provides customers of their retail partners, such as Shop Direct, access to its exclusive range of wines. Partnership agreements with the Group's retail customers are typically on a concierge basis.

Wholesale partnerships: Virgin Wines maintains longer  term  ongoing  partnership  agreements  whereby it provides corporates the opportunity to purchase products on a wholesale basis. For instance, train operators including Avanti and LNER purchase products from the Group to sell to customers whilst traveling on their trains.

 

Virgin Wines currently has approximately 70 ongoing corporate customers per year with seasonal peaks (e.g. Christmas) providing up to an additional 300 clients. With a three-year revenue CAGR of 17.8 per cent. since the year ended 30 June 2017, the Group's corporate B2B revenue channel contributed £3.8 million to the Group's revenue in the year ended 30 June 2020 and £3.3 million in the six months ended 31 December 2020.

 

Gifting

 

The Group also launched its gift channel during 2015 by leveraging the infrastructure and customer base already in place across its wider D2C channels. Key to its gifting sales channel is ongoing new product development around occasions such as alcohol Christmas Crackers and the Group's enhanced premium feel packaging. As part of its gifting proposition, Virgin Wines introduced the original Wine Advent Calendar which is now more than a £1 million single annual campaign.

 

As part of its gifting proposition, Virgin Wines focuses on two directional cross-marketing approaches to enhance customer lifetime value. Firstly, it incentivises its existing customer base to purchase gifts, and secondly, it targets converting gift-only customers onto one of the Group's subscription schemes over time. This helps increase average order values as well as customer loyalty. There are also potential synergies and tie-up opportunities with the Group's beers and spirits revenue channel.

 

With a three-year revenue CAGR of 32.2 per cent., Virgin Wines' gift channel contributed £3.0 million to the Group's revenue in the year ended 30 June 2020 and contributed £3.9 million to the Group's revenue in the six months to 31 December 2020.

 

Beers and Spirits

 

To   cater for the recent rise in popularity of craft beers and spirits and with the infrastructure already in place, the Group introduced beers and spirits to its product range during the year ended 30 June 2020.

 

The premiumisation of spirits and beers, as both categories move into the 'craft' sector, fits well with the Group's buying strategy for its core wine range, and through customer research it was apparent Virgin Wines' large existing customer base is already active in purchasing beers and spirits. This encouraged Virgin Wines to launch 10 exclusively branded beers and 13 exclusively branded spirits during 2020.

 

Alongside cross-selling opportunities amongst its existing customer base, the introduction of beers and spirits has also delivered new customers who are not interested in a sole wine offering, as well as offering synergies with the Group's gifting business. As part of its beers and spirits offering, the Group launched a 'BeerBox' subscription service for beers in October 2019 and intends to launch a specialist craft gin subscription scheme.

 

During the year ended 30 June 2020, the first year of trading, the Beers and Spirits channel contributed

£786,000 to the Group's revenue and in the six months to 31 December 2020 contributed £872,000 to the Group's revenue.

 

Growth Strategy

 

Virgin Wines' growth strategy is centred on driving growth in its core wine offering through accelerating investment into customer acquisition. The Group also intends to continue to develop its corporate and gifting channels as well as its range of beers and spirits.

 

As Virgin Wines grows and benefits from economies of scale, the Directors believe that it will deliver increasing gross profit margins and the Directors believe that the Group has the current infrastructure in place to double capacity and is well invested to support its growth plans. As such, with fixed overheads as a percentage of revenue expected to decrease in-line with top-line growth this should also lead to increasing EBITDA margins.

 

Core Wine Business

 

The Directors believe that the Group is well positioned to continue to take an increased share of the estimated £2.4 billion per annum total market opportunity and to continue to benefit from the wider consumer trends.

 

Virgin Wines will look to increase recruitment spend, driving new customers to its platform. Investment will be spread across the Group's range of marketing initiatives. Vitally, Virgin Wines will continue to promote its strict criteria of acquiring the right number and the right quality of customers, acquired at the right time and by using the right marketing channels ensuring it is at the right cost. Although marketing and recruitment is expected to increase as a percentage of revenue, the Directors anticipate this to represent only a small increase on historic investment.

 

Key customer acquisitions initiatives will include:

 

Partnerships and house accounts

 

The Directors believe that the mass appeal of wine and the size of Virgin Wines' addressable market generates a large pool of partners to work with. The Group currently works with approximately 350 partners which it intends to grow. The Directors also believe that Virgin Wines has a unique selling point in working with new partners, as it is able to work alongside partners in the Virgin Group and leverage the Virgin brand.

 

Digital marketing

 

Currently,   Virgin Wines' digital marketing initiatives are centred on pay-per-click, search engine optimisation and converting walk up traffic. The Directors intend to continue to support these key areas whilst also pushing towards more native and programmatic marketing techniques, alongside a push towards influencer marketing and content partnerships.

 

Re -recruitment

 

The Directors believe that the size of the Group's customer base will increase, and as such, the opportunity to re-recruit lapsed members becomes an increasing opportunity. Email and outsourced telemarketing will remain the main channels used for re-recruitment but the Group will continue to use a variety of re-recruitment methods for those customers who have lapsed. Customers may be re-introduced through alternative subscription services or pay-as-you-go, dependent on previous customer history and transactional information, allowing the Group to effectively and precisely re-engage.

 

Other

 

There are a number of additional channels that contribute new recruits every year which the Group will continue to work with. For example, The Daily Mail Wine Club delivers approximately 4,000 recruits per annum and Virgin Wines is currently working with The Mail to formulate a plan that could lead to increased digital inventory and a potential doubling in the number of recruits per annum. In addition, other channels include small amounts of CPM activity, the Group's Refer-a-Friend scheme, events such as wine tastings and PR.

 

Other Channels

 

With the infrastructure already in place, Virgin Wines also intends to accelerate growth in supporting channels:

 

Corporate

 

The Group intends to grow its corporate offering by commercialising its existing pipeline of corporate partners whilst leveraging its bulk supply model replicating what is being done with the Virgin Wines' train customers. The Group also intends to develop its corporate offering by developing new products, such as 'wine in a can', Tetra Pak or P.E.T. products, as it is envisaged this innovative approach will open up new channel opportunities.

 

Gift

 

Virgin Wines will also seek to develop its gift channel through personalised products, hampers, and higher price point premium packaged gifts, amongst other options. Its personalisation service will initially be through Intervino but over time it will look to bring in-house.

 

The Directors believe that customers are less price sensitive to the gift channel than its central wine offering whilst a more premium gift channel will also attract higher value customers. The Directors also believe that growing the gift channel will create synergies with the wider group, examples of which include: delivering gifts to corporate customers; developing gift ranges in tandem with beers and spirits channels; add-ons for wine customers driving higher average order values; and introducing gift customers to wine subscription schemes.

 

Beers and spirits

 

Virgin Wines introduced its beers and spirits offering during the year ended 30 June 2020 to take advantage of the consumer interest in the UK craft beer, craft gin and other spirits market. The Group intends to grow its offering of both beers and spirits.

 

For its beer offering, the Group will continue to develop 'Beerbox'. Meanwhile, the Group will also introduce a monthly gin subscription scheme. The Group intends to establish this channel with a range of premium, yet lesser known products and also develop a Virgin Wines exclusive range, replicating the wine buying model.

 

The Directors believe its beers and spirits offerings will be synergistic with the Group's core offering by leveraging existing customers to increase average order values with basket add-ons, attracting new customers who can be converted to a wine scheme, and introduce a low/no-alcohol range to cater for all customers.

 

Directors

 

John Risman - Non-executive Chairman

 

John joined Virgin Wines as Non-executive Chairman in 2018 to bring his significant retailing experience and will continue in the role on Admission. John is also the Chief Executive Officer of Hillarys, the UK's largest windows furnishing company, a position he has held since April 2005. Over his tenure, John led an MBO of Hillarys in 2007 before leading its subsequent sale to trade in 2017. John has previously been COO of Thresher Group and a Managing Director of Dixons Retail. John read Physiological Sciences at the University of Oxford before starting his career at L.E.K as an Associate Consultant.

 

Jeremy ("Jay") Wright - Chief Executive Officer

 

Jay joined Virgin Wines as Chief Executive Officer in 2008 and has over 23 years' experience in the wine industry. In 1997, Jay set up World Wines Direct, a mail order wine business as a subsidiary of the Greenalls Group. Following his role at World Wines Direct, Jay founded Warehouse Wines, a home delivery wine business, which was subsequently acquired by Direct Wines in 2002. Whilst at Direct Wines, Jay was appointed Chief Executive Officer of Virgin Wines, heralding a significant period of restructuring which saw the Group evolve to significant profitability after years of losses. Jay was one of the youngest ever recipients of the 'Man of the Year' award at the Drinks Business Awards 2013 and he is consistently rated in the top 30 for the most influential people in wine by Drinks Retailing News.

 

Graeme Weir - Chief Financial Officer

 

A Chartered Accountant, Graeme began his career in finance within the engineering and manufacturing sectors. In 2003, Graeme joined Jay Wright at Warehouse Wines as the company's Finance Director where he started to become involved with Virgin Wines. Graeme was promoted to Chief Financial Officer of Virgin Wines in 2008. Graeme is based at Virgin Wines' National Distribution Centre in Preston to oversee the finance function and fulfilment operations.

 

Edward ("Ed") Wass - Non-executive Director

 

Edward is a Portfolio Director at Mobeus, an investment firm that invests £2 million to £15 million in UK SMEs across all sectors. Alongside Virgin Wines, Ed also sits on the board of several other companies in which Mobeus has invested, including Rota Geek Limited and Proactive Group Holdings Inc. Prior to working at Mobeus, Ed was Chief Investment Officer of Catapult Venture Managers. Ed qualified as a Chartered Accountant with PricewaterhouseCoopers LLP and holds a BA in Ancient History from The University of Nottingham.

 

Helen Jones (née Watson) - Non-executive Director

 

Helen has over 35 years of commercial and general management experience. During her executive career, Helen was Group Executive Director of the Caffe Nero Group Ltd and Managing Director of Zizzi restaurants. Prior to this, Helen spent nine years at Unilever and was previously the architect behind the launch of the Ben & Jerry's brand in the UK and Europe. Helen is currently a Non-executive Director at Halfords plc, where she chairs the ESG Committee, a Non-executive Director and Chair of the Remuneration Committee at Fuller, Smith & Turner P.L.C. and a Non-executive Director at Premier Foods plc.

 

Sophie Tomkins (also Gore) - Non-executive Director

 

Sophie has considerable public markets experience, gained through a 17 year career in the City at several investment banks. Sophie began her career at Arthur Anderson, after which she joined Cazenove & Co in 1995 as an Equities Analyst, covering the food retail, food manufacturing and household products sectors. Sophie joined Collins Stewart in 1997 as an Equity Analyst and a Salesperson on the Small-Cap team where she was involved in a variety of different transactions and fundraises. In 2006 Sophie then joined Fairfax becoming Head of Equities, responsible for Corporate Finance, Corporate Broking, Sales, Trading, Market-Making and Research, before leaving in 2012. Sophie is currently a Non-executive Director and Chair of the Audit Committee at System1 Group PLC, Hotel Chocolat Group plc and Cloudcall Group PLC. Sophie qualified as a Chartered Accountant with Arthur Anderson in 1994, gaining an MA in Modern History from St. John's College, Cambridge and is a fellow of the Chartered Institute for Securities & Investments.

 

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''plans'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

 

These forward-looking statements speak only as of the date of this announcement. The Company and Liberum expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

 

Important notice  

This is a financial promotion and is not intended to be investment advice.

 

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Liberum solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan.

 

This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.

 

Recipients of this announcement who intend to purchase or subscribe for Ordinary Shares in the Company following publication of the final Admission Document are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the Admission Document (and, if relevant, any supplementary admission document) relating to the Company in its final form. The Ordinary Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Ordinary Shares in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

 

Liberum Capital Limited ("Liberum") is acting exclusively for the Company and no-one else in connection with the proposed offer of the Company's securities and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the proposed offer, the contents of this announcement or any other matter referred to herein.

 

This announcement and any offer mentioned herein if subsequently made are only addressed to and directed at (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended from time to time, (the "Prospectus Regulation"); (B) if in the United Kingdom, persons who are qualified investors within the meaning of the UK version of the Prospectus Regulation which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and who (i) have professional experience in matters relating to investments who fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); or (ii) are high net worth companies, unincorporated associations or partnership or trustees of high value trusts as described in Article 49(2) of the Order; (C) persons in Switzerland who are "qualified investors" within the meaning of article 10(3) of the Swiss Federal Act on Collective Investment Schemes; and (D) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons being referred to as "relevant persons").

 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of Ordinary Shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

 

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

 

The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

 

This announcement is only addressed to and directed at relevant persons (as defined above). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

 

The timetable for Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

 

Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. Liberum will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

Neither Liberum, nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

 

 

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