5
December 2024
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES OF TEAM PLC IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION AS DEFINED IN ARTICLE 7 OF EU REGULATION NO. 596/2014
AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
("TEAM",
the "Company" or the "Group")
Convertible Loan Notes
Fundraising Update
TEAM plc (AIM: TEAM), the wealth, asset management and
complementary financial services group, is pleased to announce that it is raising £250,000 through the
subscription for unsecured convertible loan notes at par
value.
Details of the Convertible Loan
Notes:
·
A further £250,000 is to be subscribed by Growth
Financial Services, a Harwood Capital Management LLP subsidiary
("Noteholder"), the holder of the existing CLN (the "Original CLN")
on the same terms as announced on 7 May 2024, save that Original
CLN and further CLN have a five-year maturity reset to December
2029, and a revised conversion price of 15 pence per share for the
full amount of the CLN (was 25 pence per Share
previously)
·
On the Maturity Date, any Convertible Loan Notes
that have not been converted into Ordinary Shares must be repaid by
the Company at par, together with any accrued interest
·
The CLN will not be listed on any market or stock
exchange but can be transferred by a noteholder
Update to Equity
Fundraise:
Additionally, subsequent to the
Company's announcement on 3 December 2024 with regards to the
Equity Fundraise, the Company has received additional demand, and
therefore will issue an additional 150,000 new Ordinary
Shares utilising the Company's
existing authority to allot shares for cash on a non-pre-emptive
basis. Application has been made to the
London Stock Exchange for admission to trading on AIM of the
additional 150,000 new Ordinary Shares and dealings are expected to
commence on or around Tuesday 10 December 2024.
The total Equity Fundraise will
therefore be for 10,815,869 new Ordinary, of which
9,665,869 new Ordinary Shares will be admitted to
trading today as previously announced, 150,000 new Ordinary Shares
are expected to be admitted to trading on or around Tuesday 10
December 2024 and the remaining 1,000,000 new Ordinary Shares will
be issued and admitted to trading on AIM subject to General Meeting
in January 2025.
Together, the Equity Fundraise and
the £250,000 CLN have raised £1,331,686.90 gross proceeds which
the Company will use for funding towards financing of
deferred consideration, as well as providing cash for working
capital and general corporate purposes.
The WRAP Retail Offer for up to
1,500,000 new Ordinary Shares remains open and is expected to
close at 4:30pm on 9 December 2024.
Total Voting Rights:
Following First Admission at 8.00
a.m. today the Company's issued and fully paid share capital will
consist of 49,345,383 Ordinary Shares, all of which carry one
voting right per share. The Company does not hold any Ordinary
Shares in treasury. Therefore, the total number of Ordinary Shares
and voting rights in the Company at this date will be 49,345,383
Ordinary Shares.
Following admission of the
additional 150,000 new Ordinary Shares at 8.00 a.m. on or around
Tuesday 10 December 2024 the Company's issued and fully paid share
capital will consist of 49,495,383 Ordinary Shares, all
of which carry one voting right per share. The Company does not
hold any Ordinary Shares in treasury. Therefore, the total number
of Ordinary Shares and voting rights in the Company at this date
will be 49,495,383 Ordinary Shares.
Capitalised terms in this
announcement have the same meaning as defined in the Equity
Fundraising announcement on 3 December 2024 unless defined
otherwise.
For
further information, please contact:
Enquiries to
TEAM plc
Mark Clubb, Executive
Chair
Matthew Moore, CFO and
COO
|
+44 1534 877
210
|
Strand Hanson (Nominated
Adviser to TEAM)
Richard Johnson, James Spinney,
David Asquith
|
+44 207 409 3494
|
Oberon Capital (Broker to
TEAM)
Michael Seabrook, Adam Pollock,
Jessica Cave
|
+44 20 3179 0500
|
Novella Communications (Financial Public Relations)
Tim Robertson, Claire de Groot,
Safia Colebrook
|
+44 20 3151 7008
|
Hannam & Partners (Financial Adviser to TEAM)
Giles Fitzpatrick, Lucia
Sviatkova
|
+44 20 7907 8500
|
www.teamplc.co.uk