Result of the Placing

RNS Number : 1989G

AssetCo PLC

22 July 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

AssetCo plc

("AssetCo" or the "Company")

22 July 2021

Result of the Placing

AssetCo (LSE: ASTO), a Company primarily involved in acquiring, managing and operating asset and wealth management activities and interests, together with other related services, is pleased to announce the successful completion of the oversubscribed placing of ordinary shares announced at 07.00 a.m. today (the "Placing").

A total of 1,725,000 new ordinary shares (the "PlacingShares") have been placed by Numis Securities Ltd. ("Numis"), acting as Financial Adviser and Sole Bookrunner, and Arden Partners Plc ("Arden"), acting as Nominated Adviser and Broker in connection with the bookbuild, to AssetCo, at a price of 1,450 pence per Placing Share (the "PlacingPrice") raising gross proceeds of c.£25.0 million.

The Placing Price represents a discount of c.29 per cent. to the closing mid-market price of 2,050 pence per Ordinary Share on 21 July 2021. The total number of Placing Shares represents c.26 per cent. of the Company's existing ordinary shares.

Related Party Dealings

Pursuant to the Placing, Martin Gilbert, Peter McKellar and Mark Butcher, being Directors of the Company, and Harwood Capital Management and Toscafund Asset Management LLP, being the Substantial Shareholders, have subscribed for new Ordinary Shares as follows:

Director / Shareholder	R ole	No. of existing Ordinary Shares	% of Existing Ordinary Share Capital	Number of new Ordinary Shares	No. of Ordinary Shares t o be  held immediately following Admission	% of Enlarged Share Capital immediately following Admission
Martin Gilbert	Chairman	650,000	9.95%	70,000	720,000	8.72%
Peter McKellar	Deputy Chairman and CEO	225,000	3.44%	34,482	259,482	3.14%
Mark Butcher	Non-Executive Director	0	0	6,896	6,896	0.08%
Harwood Capital Management	Substantial Shareholder	1,697,500	25.98%	200,000	1,897,500	22.98%
Toscafund Asset Management LLP	Substantial Shareholder	800,000	12.25%	248,368	1,048,368	12.70%

Martin Gilbert, Peter McKellar and Mark Butcher, as Directors of the Company, and Harwood Capital Management and Toscafund Asset Management LLP, being the Substantial Shareholders, are accordingly classified as related parties under the AIM Rules for Companies and their participation in the Placing therefore constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Accordingly, Tudor Davies, being the independent director of the Company, considers, having consulted with Arden, the Company's Nominated Adviser, that the terms of the Directors' and the Substantial Shareholders' participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

Admission to trading on AIM

An application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The Placing Shares will, when issued, rank pari passu in all respects with the existing ordinary shares, including the right to receive any dividends and other distributions declared, made or paid following Admission.

It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 26 July 2021.

Martin Gilbert, Chairman of AssetCo plc, said:

"The Board and the management team are immensely grateful for the support the Placing has received from existing and new shareholders. The successful fund raising will help to continue to develop AssetCo, including financing the acquisition of a majority equity interest in Rize ETF and investment in its compelling platform.

The asset and wealth management industry is having to contend with significant structural shifts, including technological advances and a reorientation of investing habits. We are committed to investing, building and managing asset and wealth management businesses. Our agility and focus will enable us to deliver value for investors and our shareholders."

Total voting rights

Following Admission, the total issued share capital of the Company will be 8,257,943 ordinary shares with each share carrying the right to one vote. The Company does not hold any ordinary shares in treasury. The above figure of 8,257,943 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the applicable legal and regulatory requirements.

Capitalised terms used in this announcement which have not been defined have the meanings given to them in the announcement made by the Company earlier today announcing the Placing unless the context provides otherwise.

Enquiries

AssetCo plc	[phone]
Peter McKellar
James Thorneley
Numis Securities	[phone]
Financial Adviser and Sole Bookrunner
Ross Mitchinson
Stephen Westgate
Jamie Loughborough
Arden Partners	[phone]
Nominated Adviser and Broker
John Llewellyn-Lloyd
Akhil Shah
Louisa Waddell Simon Johnson

IMPORTANT NOTICE

This Announcement is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, South Africa, Japan or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  There will be no offer of the securities mentioned herein in the United States.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan.

No public offering of the Placing Shares is being made in the United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979) (the "Prospectus Regulation") in relevant member states of the European Economic Area ("EEA") and under the Prospectus Regulation, as it forms part of part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"). This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply. 

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required to be published.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Numis is authorised and regulated by the Financial Conduct Authority in the United Kingdom (the "FCA"), and is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or by the regulatory regime established under it, none of Numis nor any of its respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Numis or any of its respective affiliates in connection with the Company, the Placing Shares or the Placing. Numis and each of its respective affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Numis or any of its respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 

The Placing Shares will not be admitted to trading on any stock exchange other than AIM.

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this Announcement.

FORWARD-LOOKING STATEMENTS

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

 INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment").

Notwithstanding the Target Market Assessment for the Placing Shares, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering of the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END

 

 

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