TIDMUBG
RNS Number : 9581D
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are no longer applicable with effect from the publication of this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 GBP1.5
million and GBP2 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 GBP1.1 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 c/o Alma PR
Ian Watson, CEO
Gavin Manson, CFO
Singer Capital Markets (Financial Adviser,
Nominated Adviser & Broker)
Peter Steel / Tom Salvesen / Alaina Wong +44 (0)20 7496
/ James Fischer 3000
Interpath Advisory Ltd (Joint Financial
Adviser) +44 (0)20 3989
Will Wright / Andrew Stone / Jack Brazier 2800
Alma PR Limited (Financial PR) +44 (0)20 3405 0205
Josh Royston / Sam Modlin / Hannah Campbell unbound@almapr.co.uk
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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END
UPDSELFMMEDSEIM
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June 27, 2023 02:00 ET (06:00 GMT)
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