Related Party Transaction

Mortgage Advice Bureau (Hldgs) PLC

29 May 2024

 

29 May 2024

Mortgage Advice Bureau (Holdings) plc ("MAB" or "the Company")

Purchase of remaining 20% of First Mortgage Direct Limited and associated Issue of Equity

Mortgage Advice Bureau (Holdings) plc (AIM:MAB1.L) announces that further to the acquisition of 80% of First Mortgage Direct Limited ("First Mortgage") on 2 July 2019, MAB has now exercised its option to acquire the remaining 20% of the entire issued share capital of First Mortgage for a consideration of £9.35 million (the "Consideration") from Ian McGrail, Managing Director of First Mortgage.

Under the terms of the put and call option agreement, the Company has exercised its discretion to satisfy 25% of the Consideration in cash, being £2.34 million, and 75% of the Consideration, being £7.01 million, by the issue of new ordinary shares in the Company using an agreed formula. The Company has therefore issued 804,754 Ordinary Shares of 0.1p each in the capital of the Company (the "New Ordinary Shares").

Application has been made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and trading will commence at 8:00am on 3 June 2024. The New Ordinary Shares will rank pari passu in all respects with the Company's existing ordinary shares in issue.

Following Admission, the total number of ordinary shares in the Company with voting rights in issue will be 57,956,789. This figure 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 to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

First Mortgage made a profit before tax of £5.4 million in the year ended 31 December 2023, and had net assets of £9.3 million as at 31 December 2023.  As Ian McGrail is a director of First Mortgage, the acquisition of the remaining 20% of First Mortgage constitutes a related party transaction under the AIM Rules.  The Directors of MAB consider, having consulted with its nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.  Ian McGrail will continue to be Managing Director of First Mortgage. This transaction is expected to be earnings enhancing for MAB.

Ben Thompson, Deputy CEO, commented:

"Acquiring an 80% shareholding in First Mortgage in 2019 was strategically important to MAB at the time, enabling us to grow our expertise in specific market specialisms such as new build, and accelerate our overall market share as a Group. Despite the various challenges we all faced together over the last five years, the business has grown substantially in size and in profitability and has become even more important to MAB. We are therefore really pleased to have now acquired the final 20% shareholding from Ian McGrail. Importantly, we are delighted that Ian has decided to commit to stay on as Managing Director and take First Mortgage further over the coming years, having done such an excellent job of the last five, and indeed the years prior to that."

Enquiries:

Mortgage Advice Bureau (Holdings) plc	[phone]
Peter Brodnicki, Chief Executive Officer Ben Thompson, Deputy Chief Executive Officer Emilie McCarthy, Chief Financial Officer
Nominated Adviser and Joint Broker: Deutsche Numis                                                                              Stephen Westgate / Giles Rolls	[phone]
Joint Broker: Peel Hunt LLP Andrew Buchanan / Oliver Jackson / Rob Parker	[phone]
Media Enquiries:  [e-mail]

This announcement contains inside information as defined in Article 7 of Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse (Market Abuse Regulation) as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended.

Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

END