TIDMUBG
RNS Number : 4747H
Unbound Group PLC
27 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")
Issue of Equity and Warrants, Related Party Transaction, Total
Voting Rights and Board Changes
The Company announces that it has completed a fund raising of
GBP65,000 by way of a direct subscription from Richard Bernstein,
an existing investor in the Company ("Subscription"). The Company
has issued and allotted 6,500,000 new ordinary shares of 1 pence
each ("Ordinary Shares") at a price of 1 pence per share to Richard
Bernstein pursuant to the Subscription.
As stated in the announcement on 26 July 2023, the Company is
regarded, pursuant to the AIM Rules for Companies ("AIM Rules"), as
an AIM Rule 15 cash shell with no operating business. As previously
notified, the Company currently holds minimal cash balances. The
proceeds of the Subscription will therefore be applied to paying
ongoing adviser costs and other expenses over the coming weeks
whilst the Company explores the possibility of identifying and then
effecting an appropriate acquisition or acquisitions which would
constitute a reverse takeover under AIM Rule 14 ("Transaction").
The Ordinary Shares remain suspended from trading on AIM effective
17 July 2023 ("Suspension") pending clarification of the Company's
financial position.
The Company will require an injection of further funding for any
such Transaction to be completed. There can be no certainty that
further funding will be made available nor as to its terms. Nor can
there be any certainty that a Transaction will be identified or
ultimately completed.
Application will be made to the London Stock Exchange for
6,500,000 new Ordinary Shares, which will rank pari passu with the
Company's existing Ordinary Shares, to be admitted to trading on
AIM once the Suspension has been lifted. Dealings in the new
Ordinary Shares on AIM will not commence until this date and a
further announcement will be made once this date is known.
The Company has also granted 6,500,000 warrants over ordinary
shares of 1 pence each to Richard Bernstein ("Warrants"). The
Warrants have an exercise price of 1.5 pence per ordinary share and
have an exercise period of two years commencing on the date of
grant.
The new Ordinary Shares and the Warrants are being issued
pursuant to the shareholder authorities granted to the Directors at
the Company's 2022 Annual General Meeting.
Related Party Transaction
Prior to completion of the Subscription, Richard Bernstein held
8,200,000 existing ordinary shares representing approximately 12.59
per cent. of the existing ordinary shares in issue. As such,
Richard Bernstein is a substantial shareholder of the Company by
definition of the AIM Rules for Companies and therefore the issue
of 6,500,000 new Ordinary Shares pursuant to the Subscription and
granting of the Warrants are therefore related party transactions
pursuant to AIM Rule 13.
The Company's directors (each of whom is considered independent
of Richard Bernstein), having consulted with Singer Capital Markets
Advisory LLP (the Company's nominated adviser), consider the terms
of the Subscription and the Warrants are fair and reasonable
insofar as the Company's shareholders are concerned.
Richard Bernstein now holds 14,700,000 Ordinary Shares in the
capital of the Company, representing approximately 20.51 per cent.
of the issued share capital of the Company as enlarged by the
Subscription. In the event that Mr Bernstein subsequently exercises
the Warrants in full (and no other new Ordinary Shares are issued
by the Company in the meantime), his holding would increase to
21,200,000 Ordinary Shares, which would represent 27.13 per cent.
of the then further enlarged issued share capital of the
Company.
Total Voting Rights
Following admission of the new Ordinary Shares to trading on
AIM, the Company will have 71,655,980 ordinary shares of 1 pence in
issue. On admission, the figure of 71,655,980 may be used by the
Company's shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules. The Company has no ordinary shares held in
treasury.
Board Changes
Following completion of the above arrangements, the Company
confirms that Neil Johnson, Ian Watson, and Baroness Kate Rock have
stepped down from the Company's board of directors with immediate
effect in order reduce ongoing costs and conserve cash. The
Company's board of directors now comprises Gavin Manson as Chief
Financial Officer and Alastair Miller as Independent Non-Executive
Director. The Company has chosen to adopt Quoted Companies Alliance
Corporate Governance Code (the "QCA Code"). As a result of these
changes, the Company is no longer compliant with the requirement
under the QCA Code for at least two independent non-executive
directors. The Company would seek to remedy this situation and
reconstitute its board of directors at the time that any
Transaction (as defined above) is completed, in order to ensure
compliance with this aspect of the QCA Code.
Further updates will be made as appropriate.
Enquiries
Unbound Group plc c/o Alma PR
Gavin Manson / Alastair Miller
Singer Capital Markets (Nominated Adviser
& Broker)
Peter Steel / Tom Salvesen / Alaina Wong
/ James Fischer +44 (0)20 7496 3000
Alma PR Limited (Financial PR) +44 (0)20 3405 0205
Josh Royston / Sam Modlin / Hannah Campbell unbound@almapr.co.uk
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END
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July 27, 2023 12:20 ET (16:20 GMT)
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